Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | SUMMIT HEALTHCARE ACQUISITION CORP. | |
Entity Central Index Key | 0001839185 | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Incorporation, State or Country Code | E9 | |
Entity File Number | 001-40466 | |
Entity Tax Identification Number | 98-1574360 | |
Entity Address, Address Line One | Unit 1101 | |
Entity Address, Address Line Two | 11th Floor | |
Entity Address, Address Line Three | 1 Lyndhurst Tower 1 Lyndhurst Terrace | |
Entity Address, City or Town | Central | |
Entity Address, Country | HK | |
Entity Address, Postal Zip Code | 0 | |
City Area Code | 852 | |
Local Phone Number | 2155-7212 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Common Class A | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | SMIH | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 20,000,000 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 | |
Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | SMIHW | |
Security Exchange Name | NASDAQ | |
Capital Units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | |
Trading Symbol | SMIHU | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 70,097 | $ 885,198 |
Prepaid expenses | 218,545 | 141,677 |
Total current assets | 288,642 | 1,026,875 |
Investments held in Trust Account | 201,200,243 | 200,007,275 |
Total Assets | 201,488,885 | 201,034,150 |
Current liabilities: | ||
Accrued expenses | 599,956 | 142,631 |
Due to related party | 30,000 | 0 |
Total current liabilities | 629,956 | 142,631 |
FPA liability | 3,209,928 | 2,785,941 |
Warrant liability | 2,414,882 | 10,423,429 |
Deferred underwriting commissions | 0 | 7,000,000 |
Total Liabilities | 6,254,766 | 20,352,001 |
Commitments and Contingencies (Note 7) | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 20,000,000 shares issued and outstanding at redemption value of $10.06 and $10.00 per share, as of September 30, 2022 and December 31, 2021, respectively | 201,200,243 | 200,000,000 |
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | ||
Accumulated deficit | (5,966,699) | (19,318,426) |
Total shareholders' Deficit | (5,966,124) | (19,317,851) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 201,488,885 | 201,034,150 |
Common Class A | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 20,000,000 shares issued and outstanding at redemption value of $10.06 and $10.00 per share, as of September 30, 2022 and December 31, 2021, respectively | 201,200,243 | 200,000,000 |
Shareholders' Deficit | ||
Common Stock | 0 | |
Common Class B | ||
Shareholders' Deficit | ||
Common Stock | $ 575 | $ 575 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Temporary Equity, Redemption Price Per Share | $ 10.06 | |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A | ||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Issued | 20,000,000 | 20,000,000 |
Temporary Equity, Shares Outstanding | 20,000,000 | 20,000,000 |
Temporary Equity, Redemption Price Per Share | $ 10.06 | $ 10 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 20,000,000 | 20,000,000 |
Common stock shares outstanding | 20,000,000 | 20,000,000 |
Common Class B | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 5,750,000 | 5,750,000 |
Common stock shares outstanding | 5,750,000 | 5,750,000 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
General and administrative expenses | $ 581,189 | $ 202,904 | $ 1,225,560 | $ 246,868 |
Loss from operations | (581,189) | (202,904) | (1,225,560) | (246,868) |
Other income (expense): | ||||
Change in fair value of FPA | (409,888) | (561,983) | (423,987) | (2,807,021) |
Change in fair value of warrant liability | (1,206,319) | 1,797,111 | 8,008,547 | (88,010) |
Transaction costs allocable to warrants | 0 | 0 | (507,417) | |
Interest earned on investments held in Trust Account | 902,750 | 2,573 | 1,192,968 | 3,049 |
Gain recognized on extinguishment of deferred underwriting commissions | 7,000,000 | 7,000,000 | 0 | |
Total other income (expense), net | 6,286,543 | 1,237,701 | 15,777,528 | (3,399,399) |
Net income (loss) | $ 5,705,354 | $ 1,034,797 | $ 14,551,968 | $ (3,646,267) |
Common Class A | ||||
Other income (expense): | ||||
Basic weighted average shares outstanding | 20,000,000 | 20,000,000 | 20,000,000 | 8,205,128 |
Diluted weighted average shares outstanding | 20,000,000 | 20,000,000 | 20,000,000 | 8,205,128 |
Basic net income (loss) per ordinary share | $ 0.22 | $ 0.04 | $ 0.57 | $ (0.26) |
Diluted net income (loss) per ordinary share | $ 0.22 | $ 0.04 | $ 0.57 | $ (0.26) |
Common Class B | ||||
Other income (expense): | ||||
Basic weighted average shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
Diluted weighted average shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
Basic net income (loss) per ordinary share | $ 0.22 | $ 0.04 | $ 0.57 | $ (0.26) |
Diluted net income (loss) per ordinary share | $ 0.22 | $ 0.04 | $ 0.57 | $ (0.26) |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Changes in Shareholders' Deficit - USD ($) | Total | Additional Paid-in Capital | Accumulated Deficit | Common Class A | Common Class A Ordinary Shares | Common Class B Ordinary Shares |
Balances at beginning at Dec. 31, 2020 | $ 21,364 | $ 24,350 | $ (3,636) | $ 0 | $ 650 | |
Balances at beginning, Shares at Dec. 31, 2020 | 0 | 6,500,000 | ||||
Net income (loss) | 0 | 0 | ||||
Balances at end at Mar. 31, 2021 | 21,364 | 24,350 | (3,636) | $ 0 | $ 650 | |
Balances at end, Shares at Mar. 31, 2021 | 0 | 6,500,000 | ||||
Balances at beginning at Dec. 31, 2020 | 21,364 | 24,350 | (3,636) | $ 0 | $ 650 | |
Balances at beginning, Shares at Dec. 31, 2020 | 0 | 6,500,000 | ||||
Net income (loss) | (3,646,267) | $ (2,143,878) | $ (1,502,389) | |||
Balances at end at Sep. 30, 2021 | (22,418,391) | 0 | (22,418,966) | $ 0 | $ 575 | |
Balances at end, Shares at Sep. 30, 2021 | 0 | 5,750,000 | ||||
Balances at beginning at Dec. 31, 2020 | 21,364 | 24,350 | (3,636) | $ 0 | $ 650 | |
Balances at beginning, Shares at Dec. 31, 2020 | 0 | 6,500,000 | ||||
Accretion of Class A ordinary shares to redemption value | $ (19,591,933) | |||||
Balances at end at Dec. 31, 2021 | (19,317,851) | 0 | (19,318,426) | $ 0 | $ 575 | |
Balances at end, Shares at Dec. 31, 2021 | 0 | 5,750,000 | ||||
Balances at beginning at Mar. 31, 2021 | 21,364 | 24,350 | (3,636) | $ 0 | $ 650 | |
Balances at beginning, Shares at Mar. 31, 2021 | 0 | 6,500,000 | ||||
Net income (loss) | (4,681,064) | (4,681,064) | ||||
Accretion of Class A ordinary shares to redemption value | (18,793,488) | (24,350) | (18,769,138) | |||
Balances at end at Jun. 30, 2021 | (23,453,188) | 0 | (23,453,838) | $ 0 | $ 650 | |
Balances at end, Shares at Jun. 30, 2021 | 0 | 6,500,000 | ||||
Forfeiture of founder shares | 75 | $ (75) | ||||
Forfeiture of founder shares, Shares | (750,000) | |||||
Net income (loss) | 1,034,797 | 1,034,797 | $ 803,726 | $ 231,071 | ||
Balances at end at Sep. 30, 2021 | (22,418,391) | 0 | (22,418,966) | $ 0 | $ 575 | |
Balances at end, Shares at Sep. 30, 2021 | 0 | 5,750,000 | ||||
Balances at beginning at Dec. 31, 2021 | (19,317,851) | 0 | (19,318,426) | $ 0 | $ 575 | |
Balances at beginning, Shares at Dec. 31, 2021 | 0 | 5,750,000 | ||||
Net income (loss) | 7,126,838 | 7,126,838 | ||||
Balances at end at Mar. 31, 2022 | (12,191,013) | 0 | (12,191,588) | $ 0 | $ 575 | |
Balances at end, Shares at Mar. 31, 2022 | 0 | 5,750,000 | ||||
Balances at beginning at Dec. 31, 2021 | (19,317,851) | 0 | (19,318,426) | $ 0 | $ 575 | |
Balances at beginning, Shares at Dec. 31, 2021 | 0 | 5,750,000 | ||||
Accretion of Class A ordinary shares to redemption value | $ (1,200,243) | |||||
Balances at end at Jun. 30, 2022 | (10,768,728) | 0 | (10,769,303) | $ 0 | $ 575 | |
Balances at end, Shares at Jun. 30, 2022 | 0 | 5,750,000 | ||||
Balances at beginning at Dec. 31, 2021 | (19,317,851) | 0 | (19,318,426) | $ 0 | $ 575 | |
Balances at beginning, Shares at Dec. 31, 2021 | 0 | 5,750,000 | ||||
Net income (loss) | 14,551,968 | $ 11,302,500 | $ 3,249,469 | |||
Balances at end at Sep. 30, 2022 | (5,966,124) | 0 | (5,966,699) | $ 575 | ||
Balances at end, Shares at Sep. 30, 2022 | 5,750,000 | |||||
Balances at beginning at Mar. 31, 2022 | (12,191,013) | 0 | (12,191,588) | $ 0 | $ 575 | |
Balances at beginning, Shares at Mar. 31, 2022 | 0 | 5,750,000 | ||||
Net income (loss) | 1,719,777 | 1,719,777 | ||||
Accretion of carrying value to redemption value-interest | (297,492) | (297,492) | ||||
Balances at end at Jun. 30, 2022 | (10,768,728) | 0 | (10,769,303) | $ 0 | $ 575 | |
Balances at end, Shares at Jun. 30, 2022 | 0 | 5,750,000 | ||||
Net income (loss) | 5,705,354 | 5,705,354 | $ 4,431,344 | $ 1,274,011 | ||
Accretion of carrying value to redemption value-interest | (902,750) | (902,750) | ||||
Balances at end at Sep. 30, 2022 | $ (5,966,124) | $ 0 | $ (5,966,699) | $ 575 | ||
Balances at end, Shares at Sep. 30, 2022 | 5,750,000 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||||
Net income (loss) | $ 5,705,354 | $ 1,034,797 | $ 14,551,968 | $ (3,646,267) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Interest earned on investments held in Trust Account | (1,192,968) | (3,049) | ||
Change in fair value of FPA liability | 409,888 | 561,983 | 423,987 | 2,807,021 |
Change in fair value of warrant liability | 1,206,319 | (1,797,111) | (8,008,547) | 88,010 |
Transaction costs allocable to warrants | 0 | 0 | 507,417 | |
Gain recognized on extinguishment of deferred underwriting commissions | (7,000,000) | (7,000,000) | 0 | |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (76,868) | (221,704) | ||
Accrued offering costs and expenses | 457,327 | 7,619 | ||
Due to related party | 30,000 | 37,667 | ||
Net cash used in operating activities | (815,101) | (423,286) | ||
Cash Flows from Investing Activities | ||||
Investment of cash in Trust Account | 0 | (200,000,000) | ||
Net cash used in investing activities | 0 | (200,000,000) | ||
Cash Flows from Financing Activities: | ||||
Proceeds received from initial public offering, net of underwriters' discount | 0 | 196,000,000 | ||
Proceeds from private placement | 0 | 6,000,000 | ||
Payment of offering costs | 0 | (140,554) | ||
Repayment of note payable from related party | 0 | (361,023) | ||
Net cash provided by financing activities | 0 | 201,498,423 | ||
Net change in cash | (815,101) | 1,075,137 | ||
Cash, beginning of the period | 885,198 | |||
Cash, end of the period | $ 70,097 | $ 1,075,137 | 70,097 | 1,075,137 |
Supplemental disclosure of non-cash investing and financing activity | ||||
Deferred offering costs paid by Sponsor under promissory note | 0 | 135,544 | ||
Deferred underwriting commissions charged to additional paid in capital | $ 0 | $ 7,000,000 |
Organization, Business Operatio
Organization, Business Operation, Liquidity and Capital Resources | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Business Operation, Liquidity and Capital Resources | Note 1—Organization, Business Operation, Liquidity and Capital Resources Summit Healthcare Acquisition Corp. (the “Company”) is a blank check company incorporated on December 22, 2020 as a Cayman Islands exempted company. 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 (the “Business Combination”). The Company has not selected any specific Business Combination target under consideration or contemplation and the Company has not, nor has anyone on its behalf, contacted any prospective target business or had any discussions, formal or otherwise, with respect to such a transaction. The Company’s efforts to identify a prospective target business will not be limited to a particular geographic region or industry, although it intends to focus on healthcare. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from December 22, 2020 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (the “IPO”), searching for a Business Combination target. 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 The Company’s Sponsor is Summit Healthcare Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on June 8, 2021 (the “Effective Date”). On June 11, 2021, the Company consummated the IPO of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) $10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 3. Simultaneously with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of 6,000,000 Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, to the Sponsor, generating total proceeds of $6,000,000. Transaction costs amounted to $11,587,941 consisting of $4,000,000 of underwriting commissions, $7,000,000 of deferred underwriting commissions and $587,941 of other cash offering costs. Following the closing of the IPO on June 11, 2021, $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a U.S.-based trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee, and was invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the Company’s amended and restated memorandum and articles of association and subject to the requirements of law and regulation, will provide that the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the Company’s public shareholders until the earliest of: (i) the completion of an initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association, and (iii) the redemption of the Company’s public shares if the Company has not consummated its Business Combination within 24 months from the closing of the IPO, subject to applicable law. The ordinary shares subject to redemption are recorded at a $10.06 per share redemption value and classified as temporary equity, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will have 24 months from the closing of the IPO to complete the initial Business Combination (the “Combination Period”) or during any Extension Period. However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable la The Sponsor and the Company’s officers and directors agreed to (i) waive their redemption rights with respect to their Class B ordinary shares, par value $0.0001 (the “Founder Shares”) in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or during any Extension Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the prescribed timeframe), and (iv) vote any Founder Shares and public shares held by them in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share or (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 $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked it Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Business Combination On September 29, 2022, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with YishengBio Co., Ltd., an exempted company limited by shares incorporated under the laws of the Cayman Islands (to be renamed as YS Biopharma Co., Ltd, herein referred to as “YS Biopharma”), Oceanview Bioscience Acquisition Co., Ltd., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of YS Biopharma (“Merger Sub I”) and Hudson Biomedical Group Co., Ltd., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of YS Biopharma (“Merger Sub II,” and together with Merger Sub I, “Merger Subs”). The Business Combination Agreement provides for (i) the merger of Merger Sub I with and into the Company (the “First Merger”), with the Company surviving the First Merger as the surviving entity (the “Surviving Entity”) and becoming a wholly-owned subsidiary of YS Biopharma, and (ii) the merger of the Surviving Entity with and into Merger Sub II (the “Second Merger,” and together with the First Merger, the “Mergers,” together with other transactions contemplated by the Business Combination Agreement, the “Transactions”), with Merger Sub II surviving the Second Merger as the surviving company (the “Surviving Company”) and remaining as the wholly-owned subsidiary of YS Biopharma. Liquidity and Capital Resources; Going Concern As of September 30, 2022, the Company had $70,097 of cash for working capital purposes and a The Company’s liquidity needs prior to the IPO had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $300,000 (see Note 5). The promissory note was repaid on June 11, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s 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 below (see Note 5). As of September 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loans. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. On September 29, 2022, the Company issued a Convertible Promissory Note (as described in Note 6) to the Sponsor, pursuant to which, the Company may borrow up to $1,500,000 from the Sponsor for working capital purpose s drew The C ompa 2014-15, mandatory |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the unaudited condensed financial statements in conformity with US 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 fun audited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant estimates included in these financial statements is the determination of the fair value of the warrant liability and Forward Purchase Agreement (“FPA”) liability. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have cash equivalents as of September 30, 2022 and December 31, 2021. Investments Held in Trust Account As of September 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in a money market fund. The Company’s portfolio of investments held in the Trust Account 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, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Interest earned on these securities is included in interest earned on Investments Held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair value of investments held in the Trust Account is determined using available market information. As of September 30, 2022 and December 31, 2021, the Company had $201,200,243 and $200,007,275 held in the Trust Account, respectively. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Offering Costs Associated with IPO The Company complies with the requirements of the ASC340-10-S99-1 825-10 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash Warrant Liability and Forward Purchase Agreement The Company accounts for the 16,000,000 warrants issued in connection with the IPO (the 10,000,000 Public Warrants and the 6,000,000 Private Placement Warrants) and Forward Purchase Agreement (“FPA”) in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants and FPA do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company will classify warrants and FPA as liabilities at their fair value. These liabilities are subject to re-measurement re-measurement, non-current Fair Value Measurements The fair value of the Company’s assets and liabilities, excluding the warrant liability and FPA liability, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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. 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 Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including 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 the Company’s control) are classified as temporary equity. At all other times, ordinary shares are 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. Accordingly, as of September 30, 2022 and December 31, 2021, 20,000,000 and 20,000,000 Class A ordinary shares, respectively, subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. As of September 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 200,000,000 Less: Proceeds allocated to Public Warrants (8,511,409 ) Less: Class A ordinary shares issuance costs (11,080,524 ) Add: Accretion of carrying value to redemption value 19,591,933 Class A ordinary shares subject to possible redemption as of December 31, 2021 200,000,000 Add: Accretion of carrying value to redemption value 1,200,243 Class A ordinary shares subject to possible redemption as of September 30, 2022 $ 201,200,243 Net Income (Loss) Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 16,000,000 potential ordinary shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and nine months ended September 30, 2022 and 2021, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods. The table below 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 Three Months Ended 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 4,431,344 $ 1,274,011 $ 803,726 $ 231,071 Denominator: Weighted-average shares outstanding 20,000,000 5,750,000 20,000,000 5,750,000 Basic and diluted net income per share $ 0.22 $ 0.22 $ 0.04 $ 0.04 For the Nine Months Ended 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 11,302,500 $ 3,249,469 $ (2,143,878 ) $ (1,502,389 ) Denominator: Weighted-average shares outstanding 20,000,000 5,750,000 8,205,128 5,750,000 Basic and diluted net income (loss) per share $ 0.57 $ 0.57 $ (0.26 ) $ (0.26 ) Income Taxes ASC 740 clarifies the accounting for uncertainty in income taxes recognized in a Company’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be 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. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) (“ASU2020-06”) 2020-06 2020-06 if-converted 2020-06 ASU 2020-06 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 unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On June 11, 2021, the Company consummated its IPO of 20,000,000 Units (the “Units”), at a price of $10.00 per unit, generating gross proceeds to the Company of $200,000,000. Each Unit consists of one Class A ordinary share and one-half |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement Warrants [Abstract] | |
Private Placement | Note 4—Private Placement Simultaneously with the closing of the IPO and the sale of the Units, the Company consummated the private placement (the “Private Placement”) of an aggregate 6,000,000 Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,000,000. If the Company does not complete an initial Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable by the If the Private Placement Warrants are held by hold |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5—Related Party Transactions Founder Shares On December 31, 2020, the Company issued to the Sponsor 5,750,000 Founder Shares for $25,000 for certain expenses paid on behalf of the Company, or approximately $0.004 per share. On April 30, 2021, the Company effected a share capitalization, pursuant to which the Company’s initial shareholders held an aggregate of 6,500,000 Class B ordinary shares. The accompanying unaudited condensed financial statements have been retroactively adjusted to reflect the stock dividend in the share capitalization. On April 30, 2021, the Company entered into forward purchase agreements (see Note 6) with anchor investors, in connection with entering into the forward purchase agreements, the Sponsor transferred to the anchor investors an aggregate of 375,000 Class B ordinary shares for no cash. On April 30, 2021, the Sponsor transferred 25,000 Class B ordinary shares each to three independent director nominees. Up to 750,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. On July 23, 2021, the Sponsor surrendered 750,000 Founder Shares, with no return of capital or payment by the Sponsor, after the expiration of the unexercised underwriters’ over-allotment option. As a result of the foregoing, as of September 30, 2022 and December 31, 2021, the Sponsor owned 5,750,000 Class B ordinary shares. The Sponsor, officers and directors have agreed not to transfer, assign or sell any of their Founder Shares until earliest 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 the Company’s 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 (the “Lock-up”). Promissory Note—Related Party The Sponsor has agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans were non-interest Related Party Loans In addition, in order to finance transaction costs in connection with an intended initial 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, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. On September 29, 2022, the Company issued an unsecured, interest-free promissory note to the Sponsor pursuant to which the Company may borrow up to $1,500,000 from the Sponsor for costs and expenses reasonably related to the Company’s working capital needs prior to the consummation of the Business Combination (the “Convertible Promissory Note”). All unpaid principal under the Convertible Promissory Note will become due and payable in full on the date on which the Company consummates the Business Combination, unless earlier accelerated upon the occurrence of an event of default. The Sponsor will have the option, at any time on or prior to the maturity date, to convert any amounts outstanding under the Convertible Promissory Note, up to $1,500,000 in the aggregate, into warrants to purchase the Company’s Class A ordinary shares, at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one Company’s Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. As of September 30, 2022, there were no outstanding amount under the Convertible Promissory Note. On October 12, 2022, the Company had drawn down $700,000 under the Convertible Promissory Note. The Convertible Promissory Note will be valued using the fair value method at each reporting period. Administrative Service Fee Commencing on the Effective Date, the Company paid an affiliate of the Sponsor $10,000 per month for office space, utilities, administrative services and remote support services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company accrued $30,000 and $90,000 for the administrative service fee for the three and nine months ended September 30, 2022, respectively. The Company accrued $30,000 and $ for the three months ended September 30, 2021 and for the period from June 8, 2021 (the Effective Date) through September 30, 2021. As of September 30, 2022 and December 31, 2021, there were $30,000 and $0 administrative service fee unpaid, which is included in due to related party on the accompanying condensed balance sheets. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Recurring Fair Value Measurements | Note 6 Warrant Liability and FPA Liability As of September 30, 2022 and December 31, 2021, the fair value of Company’s Warrant liability was $2,414,882 and $10,423,429, respectively, and the fair value of FPA liability was $3,209,928 and $2,785,941, respectively. Under the guidance in ASC 815-40, re-measurement, Recurring Fair Value Measurements The following table presents fair value information as of September 30, 2022 and December 31, 2021 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s Warrant liability is based on a valuation models utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair values of the Private Warrant liability and FPA liability are classified within Level 3 of the fair value hierarchy. The investments held in Trust Account includes money market funds. 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 level 1 investments. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities as of September 30, 2022, that were accounted for at fair value on a recurring basis: (Level 1) (Level 2) (Level 3) Assets Investments held in Trust Account $ 201,200,243 $ — $ — Liabilities Public Warrants $ — $ 1,500,000 $ — Private Warrants $ — $ — $ 914,882 FPA liability $ — $ — $ 3,209,928 Total Liabilities $ 1,500,000 $ — $ 4,124,810 The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities as of December 31, 2021, that were accounted for at fair value on a recurring basis: (Level 1) (Level 2) (Level 3) Assets Investments held in Trust Account $ 200,007,275 $ — $ — Liabilities Public Warrants $ 6,500,000 $ — $ — Private Warrants $ — $ — $ 3,923,429 FPA liability $ — $ — $ 2,785,941 Total Liabilities $ 6,500,000 $ — $ 6,709,370 Measurement of the Warrants The Company established the initial fair value for the Warrants on June 11, 2021, the date of the consummation of the Company’s IPO. The Company used a Monte Carlo simulation model to value the Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A ordinary share and one-half The key inputs for the valuation of Private Warrants are as follows: Input September 30, December 31, Risk Free Rate 4.04 % 1.29 % Stock Price $ 9.82 $ 9.72 Est. Term Remaining (Yrs) 5.55 5.35 The following table provides a reconciliation of changes in fair value of the Company’s derivative warrant liabilities classified as Level 3 for the nine months ended September 30, 2022 and 2021: Public Private Warrants Fair value at December 31, 2021 $ — $ 3,923,429 $ 3,923,429 Change in fair value — (2,713,773 (2,713,773 ) Fair Value at March 31, 2022 $ — $ 1,209,656 $ 1,209,656 Change in fair value — (751,093 ) (751,093 ) Fair Value at June 30, 2022 $ — $ 458,563 $ 458,563 Change in fair value — 456,319 456,319 Fair Value at September 30, 2022 $ — $ 914,882 $ 914,882 Public Private Warrants Fair value at December 31, 2020 $ — $ — $ — Initial value of warrant liabilities at IPO ( June 11, 202 1 8,511,409 5,201,555 13,712,964 Change in fair value 1,212,798 672,323 1,885,121 Fair value at June 30, 2021 $ 9,724,207 $ 5,873,878 $ 15,598,085 Change in fair value (1,123,207 ) (673,904 ) (1,797,111 ) Transfer of Public warrants from Level 3 to Level 1 (8,601,000 ) — (8,601,000 ) Fair Value at September 30, 2021 $ — $ 5,199,974 $ 5,199,974 FPA To arrive at the conclusion of Fair Value of the Forward Purchase Agreements, the Company analyzed the agreements and other documentation. The Company utilized the underlying shares and warrant values determined above and the following inputs in order to project the net asset or liability value of the FPA: Input September 30, December 31, Stock Price $ 9.82 $ 9.72 Warrant Price $ 0.150 $ 0.65 Est. Term to Business Combination (Yrs) 0.55 0.33 Probability of Business Combination 85 % 85 % Purchase price of FPA unit $ 10.00 $ 10.00 Discount rate 3.93 % 0.04 % The following table provides a reconciliation of changes in fair value of the Company’s FPA liability classified as Level 3 for the nine months ended September 30, 2022 and 2021: FPA liability Fair value at December 31, 2021 $ 2,785,941 Change in fair value (127,629 ) Fair Value at March 31 $ 2,658,312 Change in fair value 141,728 Fair Value at June 30, 2022 $ 2,800,040 Change in fair value 409,888 Fair Value at September 30, 2022 $ 3,209,928 FPA Liability Fair value at December 31, 2020 $ — Initial value of FPA liability at IPO ( June 11 2,322,741 Change in fair value (77,703 ) Fair value at June 30, 2021 $ 2,245,038 Change in fair value 561,983 Fair value at September 30, 2021 $ 2,807,021 Transfers between levels of the fair value hierarchy are recognized at the end of the reporting period. There are no transfers to or from Level 3 for the three and |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 7—Commitments & Contingencies Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on Registration Rights The holders of the Founder Shares, Private Placement Warrants and any 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) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up Underwriters Agreement The underwriters had a 45-day option to The underwriters were paid a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $4,000,000. Additionally, the underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO upon the completion of the Company’s initial Business Combination. On July 7, 2022, a waiver letter was signed by the Company and BofA Securities, Inc. (“BofA”), pursuant to which BofA announced it waived its entitlement to the payment of any deferred underwriting discount to be paid under the terms of the underwriting agreement. The Company recognized $7,000,000 gain recognized on extinguishment of deferred underwriting commissions in the operations in connection with such waiver. Forward Purchase Agreements On April 30, 2021, the Company entered into forward purchase agreements with the Sponsor, Snow Lake Capital (HK) Limited and Valliance Fund (the “anchor investors”), pursuant to which the anchor investors agreed to subscribe for an aggregate of 3,000,000 Class A ordinary shares plus 750,000 redeemable warrants for a purchase price of $10.00 multiplied by the number of Class A ordinary shares, or $30,000,000 in the aggregate, in a private placement to close concurrently with the closing of the initial business combination. The Company issued 750,000 additional Class B ordinary shares to the Sponsor, which represent the adjustment to the ratio applicable to the conversion of the Class B ordinary shares that the Sponsor would have been entitled to at the closing of the initial business combination as a result of the issuance of 3,000,000 additional Class A ordinary shares under the forward purchase agreements. As a result, the issuance of the Class A ordinary shares at the closing of the initial business combination will not trigger a further adjustment to this ratio. Further, prior to the IPO, the Sponsor transferred to the anchor investors an aggregate of 375,000 Founder Shares for no cash consideration. Subject to certain exceptions to forfeiture and transfer provisions, the Founder Shares transferred in connection with these agreements are subject to similar contractual conditions and restrictions as the Founder Shares issued to the Sponsor in connection with the IPO. The forward purchase warrants will have the same terms as the public warrants. The forward purchase agreements provide that the anchor investors are entitled to registration rights with respect to the forward purchase securities and Class A ordinary shares underlying the forward purchase warrants and Founder Shares. The proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in the initial Business Combination, expenses in connection with the initial Business Combination or for working capital in the post Business Combination company. These purchases will be required to be made regardless of whether any Class A ordinary shares are redeemed by the public shareholders and are intended to provide the Company with a minimum funding level for the initial Business Combination. The anchor investors will not have the ability to approve the initial Business Combination prior to the signing of a material definitive agreement and, if the Company seeks shareholder approval, have agreed to vote their Founder Shares and any public shares held by them in favor of the initial Business Combination. The forward purchase securities will be issued only in connection with the closing of the initial Business Combination. Business Combination Agreement On September 29, 2022, the Company entered into a Business Combination Agreement with YishengBio Co., Ltd., an exempted company limited by shares incorporated under the laws of the Cayman Islands (to be renamed as YS Biopharma Co., Ltd, herein referred to as “YS Biopharma”), Oceanview Bioscience Acquisition Co., Ltd., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of YS Biopharma (“Merger Sub I”) and Hudson Biomedical Group Co., Ltd., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of YS Biopharma (“Merger Sub II,” and together with Merger Sub I, “Merger Subs”). Capitalized terms in this Item 1.01 not otherwise defined shall have the meanings ascribed to them in the Business Combination Agreement. The Business Combination Agreement provides for (i) the merger of Merger Sub I with and into Summit (the “First Merger”), with Summit surviving the First Merger as the surviving entity (the “Surviving Entity”) and becoming a wholly-owned subsidiary of YS Biopharma, and (ii) the merger of the Surviving Entity with and into Merger Sub II (the “Second Merger,” and together with the First Merger, the “Mergers,” together with other transactions contemplated by the Business Combination Agreement, the “Transactions”), with Merger Sub II surviving the Second Merger as the surviving company (the “Surviving Company”) and remaining as the wholly-owned subsidiary of YS Biopharma. Subject to, and in accordance with the terms and conditions set forth in the Business Combination Agreement, immediately prior to the effective time of the First Merger (the “First Merger Effective Time”), (i) each preferred share of YS Biopharma with par value of US$0.000005 will be converted into one ordinary share of YS Biopharma with par value of US$0.000005; (ii) after the conversion of all preferred shares into ordinary shares, each four of the ordinary shares of YS Biopharma with par value of US$0.000005 will be consolidated into one ordinary share of YS Biopharma with par value of US$0.00002, and each four of the options to acquire ordinary shares of YS Biopharma will be consolidated into one option to acquire ordinary share of YS Biopharma, subject to rounding up to the nearest whole number of shares; and (iii) the second amended and restated memorandum and articles of association of YS Biopharma shall be adopted and become effective. Items (i) through (iii) are herein referred to as the “YS Biopharma Capital Restructuring.” Concurrently with the execution of the Business Combination Agreement, YS Biopharma and Summit entered into a Shareholder Support Agreement and Deed with certain YS Biopharma shareholders and certain Summit shareholders with respect to the Transactions and post-Closing rights and obligations of shareholders of YS Biopharma. |
Warrant Liability
Warrant Liability | 9 Months Ended |
Sep. 30, 2022 | |
Warrant Liability [Abstract] | |
Warrant Liability | Note 8—Warrant Liability As of September 30, 2022 and December 31, 2021, 16,000,000 warrants (the 10,000,000 Public Warrants and the 6,000,000 Private Placement Warrants) are outstanding. Each warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation 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 closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days with in a 30-trading day If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of the Class A ordinary shares; • if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days with in the 30-trading day • if the closing price of the Class A ordinary shares for any 20 trading days with in a 30-trading day 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 ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Company’s Sponsors or its affiliate, without taking into account any Founder Shares held by the Company’s Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 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, 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 price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | Note 9—Shareholders’ Deficit Preference shares The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of 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 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30, 2022 and December 31, 2021, there were 20,000,000 Class A ordinary shares issued and outstanding, including the 20,000,000 shares presented in ordinary shares subject to redemption. Class B Ordinary Shares The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. As of September 30, 2022 and December 31, 2021, there were 5,750,000 Class B ordinary shares issued and outstanding. Of the 6,500,000 Class B ordinary shares, an aggregate of up to 750,000 shares were subject to forfeiture to the Company 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 will collectively own 20% of the Company’s issued and outstanding ordinary shares after the IPO. On July 23, 2021, the Sponsor surrendered 750,000 Founder Shares, with no return of capital or payment by the Sponsor, after the expiration of the unexercised underwriters’ over-allotment option. Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law. Prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% one-to-one. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based on this review, other than the events described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On October 12, 2022, the Company had drawn down $700,000 under the Convertible Promissory Note. The Convertible Promissory Note will be valued using the fair value method at each reporting period. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed financial statements in conformity with US 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 fun audited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant estimates included in these financial statements is the determination of the fair value of the warrant liability and Forward Purchase Agreement (“FPA”) liability. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have cash equivalents as of September 30, 2022 and December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account As of September 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in a money market fund. The Company’s portfolio of investments held in the Trust Account 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, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Interest earned on these securities is included in interest earned on Investments Held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair value of investments held in the Trust Account is determined using available market information. As of September 30, 2022 and December 31, 2021, the Company had $201,200,243 and $200,007,275 held in the Trust Account, respectively. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Offering Costs Associated with IPO | Offering Costs Associated with IPO The Company complies with the requirements of the ASC340-10-S99-1 825-10 |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash |
Warrant Liability and Forward Purchase Agreement | Warrant Liability and Forward Purchase Agreement The Company accounts for the 16,000,000 warrants issued in connection with the IPO (the 10,000,000 Public Warrants and the 6,000,000 Private Placement Warrants) and Forward Purchase Agreement (“FPA”) in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants and FPA do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company will classify warrants and FPA as liabilities at their fair value. These liabilities are subject to re-measurement re-measurement, non-current |
Fair Value Measurements | Fair Value Measurements The fair value of the Company’s assets and liabilities, excluding the warrant liability and FPA liability, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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. |
Class A Ordinary Shares Subject to Possible Redemption | 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 Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including 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 the Company’s control) are classified as temporary equity. At all other times, ordinary shares are 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. Accordingly, as of September 30, 2022 and December 31, 2021, 20,000,000 and 20,000,000 Class A ordinary shares, respectively, subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. As of September 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 200,000,000 Less: Proceeds allocated to Public Warrants (8,511,409 ) Less: Class A ordinary shares issuance costs (11,080,524 ) Add: Accretion of carrying value to redemption value 19,591,933 Class A ordinary shares subject to possible redemption as of December 31, 2021 200,000,000 Add: Accretion of carrying value to redemption value 1,200,243 Class A ordinary shares subject to possible redemption as of September 30, 2022 $ 201,200,243 |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 16,000,000 potential ordinary shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and nine months ended September 30, 2022 and 2021, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods. The table below 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 Three Months Ended 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 4,431,344 $ 1,274,011 $ 803,726 $ 231,071 Denominator: Weighted-average shares outstanding 20,000,000 5,750,000 20,000,000 5,750,000 Basic and diluted net income per share $ 0.22 $ 0.22 $ 0.04 $ 0.04 For the Nine Months Ended 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 11,302,500 $ 3,249,469 $ (2,143,878 ) $ (1,502,389 ) Denominator: Weighted-average shares outstanding 20,000,000 5,750,000 8,205,128 5,750,000 Basic and diluted net income (loss) per share $ 0.57 $ 0.57 $ (0.26 ) $ (0.26 ) |
Income Taxes | Income Taxes ASC 740 clarifies the accounting for uncertainty in income taxes recognized in a Company’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) (“ASU2020-06”) 2020-06 2020-06 if-converted 2020-06 ASU 2020-06 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 unaudited condensed financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of basic and diluted net income (loss) per common share | The table below 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 Three Months Ended 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 4,431,344 $ 1,274,011 $ 803,726 $ 231,071 Denominator: Weighted-average shares outstanding 20,000,000 5,750,000 20,000,000 5,750,000 Basic and diluted net income per share $ 0.22 $ 0.22 $ 0.04 $ 0.04 For the Nine Months Ended 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 11,302,500 $ 3,249,469 $ (2,143,878 ) $ (1,502,389 ) Denominator: Weighted-average shares outstanding 20,000,000 5,750,000 8,205,128 5,750,000 Basic and diluted net income (loss) per share $ 0.57 $ 0.57 $ (0.26 ) $ (0.26 ) |
Summary of Class A ordinary shares subject to possible redemption | As of September 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 200,000,000 Less: Proceeds allocated to Public Warrants (8,511,409 ) Less: Class A ordinary shares issuance costs (11,080,524 ) Add: Accretion of carrying value to redemption value 19,591,933 Class A ordinary shares subject to possible redemption as of December 31, 2021 200,000,000 Add: Accretion of carrying value to redemption value 1,200,243 Class A ordinary shares subject to possible redemption as of September 30, 2022 $ 201,200,243 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Fair Value Hierarchy the Company's Assets and Liabilities | The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities as of September 30, 2022, that were accounted for at fair value on a recurring basis: (Level 1) (Level 2) (Level 3) Assets Investments held in Trust Account $ 201,200,243 $ — $ — Liabilities Public Warrants $ — $ 1,500,000 $ — Private Warrants $ — $ — $ 914,882 FPA liability $ — $ — $ 3,209,928 Total Liabilities $ 1,500,000 $ — $ 4,124,810 The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities as of December 31, 2021, that were accounted for at fair value on a recurring basis: (Level 1) (Level 2) (Level 3) Assets Investments held in Trust Account $ 200,007,275 $ — $ — Liabilities Public Warrants $ 6,500,000 $ — $ — Private Warrants $ — $ — $ 3,923,429 FPA liability $ — $ — $ 2,785,941 Total Liabilities $ 6,500,000 $ — $ 6,709,370 |
Public and Private Warrants | |
Summary of Valuation of Public and Private Warrants | The key inputs for the valuation of Private Warrants are as follows: Input September 30, December 31, Risk Free Rate 4.04 % 1.29 % Stock Price $ 9.82 $ 9.72 Est. Term Remaining (Yrs) 5.55 5.35 |
FPA liability | |
Summary of Valuation of Public and Private Warrants | The Company utilized the underlying shares and warrant values determined above and the following inputs in order to project the net asset or liability value of the FPA: Input September 30, December 31, Stock Price $ 9.82 $ 9.72 Warrant Price $ 0.150 $ 0.65 Est. Term to Business Combination (Yrs) 0.55 0.33 Probability of Business Combination 85 % 85 % Purchase price of FPA unit $ 10.00 $ 10.00 Discount rate 3.93 % 0.04 % |
Summary of reconciliation of changes in fair value of derivative warrant liabilities | The following table provides a reconciliation of changes in fair value of the Company’s FPA liability classified as Level 3 for the nine months ended September 30, 2022 and 2021: FPA liability Fair value at December 31, 2021 $ 2,785,941 Change in fair value (127,629 ) Fair Value at March 31 $ 2,658,312 Change in fair value 141,728 Fair Value at June 30, 2022 $ 2,800,040 Change in fair value 409,888 Fair Value at September 30, 2022 $ 3,209,928 FPA Liability Fair value at December 31, 2020 $ — Initial value of FPA liability at IPO ( June 11 2,322,741 Change in fair value (77,703 ) Fair value at June 30, 2021 $ 2,245,038 Change in fair value 561,983 Fair value at September 30, 2021 $ 2,807,021 |
Derivative Warrant Liabilities [Member] | |
Summary of reconciliation of changes in fair value of derivative warrant liabilities | The following table provides a reconciliation of changes in fair value of the Company’s derivative warrant liabilities classified as Level 3 for the nine months ended September 30, 2022 and 2021: Public Private Warrants Fair value at December 31, 2021 $ — $ 3,923,429 $ 3,923,429 Change in fair value — (2,713,773 (2,713,773 ) Fair Value at March 31, 2022 $ — $ 1,209,656 $ 1,209,656 Change in fair value — (751,093 ) (751,093 ) Fair Value at June 30, 2022 $ — $ 458,563 $ 458,563 Change in fair value — 456,319 456,319 Fair Value at September 30, 2022 $ — $ 914,882 $ 914,882 Public Private Warrants Fair value at December 31, 2020 $ — $ — $ — Initial value of warrant liabilities at IPO ( June 11, 202 1 8,511,409 5,201,555 13,712,964 Change in fair value 1,212,798 672,323 1,885,121 Fair value at June 30, 2021 $ 9,724,207 $ 5,873,878 $ 15,598,085 Change in fair value (1,123,207 ) (673,904 ) (1,797,111 ) Transfer of Public warrants from Level 3 to Level 1 (8,601,000 ) — (8,601,000 ) Fair Value at September 30, 2021 $ — $ 5,199,974 $ 5,199,974 |
Organization, Business Operat_2
Organization, Business Operation, Liquidity and Capital Resources - Additional information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | 24 Months Ended | |||||
Oct. 12, 2022 | Jun. 11, 2021 | Apr. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jun. 30, 2023 | Sep. 29, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Shares issued, price per share | $ 10 | |||||||
Proceeds from issuance initial public offering | $ 0 | $ 196,000,000 | ||||||
Class of warrants and rights issued during the period | 16,000,000 | |||||||
Proceeds from issuance of private placement | $ 0 | $ 6,000,000 | ||||||
Deferred underwriting commissions noncurrent | 0 | $ 7,000,000 | ||||||
Cash | 70,097 | 885,198 | ||||||
Working capital (deficit) | 341,314 | |||||||
Proceeds from unsecured notes payable | 300,000 | |||||||
Working capital loans | $ 0 | 0 | ||||||
Temporary Equity, Redemption Price Per Share | $ 10.06 | |||||||
Forecast | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Dissolution expense | $ 100,000 | |||||||
Private Placement Warrants | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Class of warrants and rights issued during the period | 6,000,000 | |||||||
Sponsor | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Proceeds from issuance of common stock | $ 25,000 | |||||||
Sponsor | Convertible promissory note | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Line of credit facility maximum borrowing capacity | $ 1,500,000 | |||||||
Proceeds from convertible debt | $ 700,000 | |||||||
Sponsor | Private Placement Warrants | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Class of warrants and rights issued during the period | 6,000,000 | |||||||
Class of warrants and rights issued, price per warrant | $ 1 | |||||||
Proceeds from issuance of private placement | $ 6,000,000 | |||||||
IPO | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Shares issued, price per share | $ 10 | |||||||
Proceeds from issuance initial public offering | $ 200,000,000 | $ 200,000,000 | ||||||
Payments for underwriting expense | 4,000,000 | |||||||
Deferred underwriting commissions noncurrent | 7,000,000 | |||||||
Other offering costs | 587,941 | |||||||
Stock issuance costs | $ 11,587,941 | |||||||
Common Class A | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Temporary Equity, Redemption Price Per Share | $ 10.06 | $ 10 | ||||||
Common stock par or stated value per share | 0.0001 | 0.0001 | ||||||
Common Class A | Sponsor | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Proceeds from issuance of common stock | $ 30,000,000 | |||||||
Common stock par or stated value per share | 0.0001 | |||||||
Common Class A | IPO | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Stock issued during period, shares, new issues | 20,000,000 | |||||||
Shares issued, price per share | $ 10 | |||||||
Proceeds from issuance initial public offering | $ 200,000,000 | |||||||
Common Class B | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Common stock par or stated value per share | 0.0001 | $ 0.0001 | ||||||
Common Class B | Founder shares | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Common stock par or stated value per share | 0.0001 | |||||||
Common Class B | Sponsor | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Common stock par or stated value per share | $ 0.0001 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Cash Equivalents | $ 0 | $ 0 |
FDIC insured amount | 250,000 | 250,000 |
Deferred underwriting commissions | 0 | 7,000,000 |
Offering costs charged to the shareholders' equity | $ 11,080,524 | |
Class of warrants and rights issued during the period | 16,000,000 | |
Asset held in trust account | $ 201,200,243 | 200,007,275 |
Warrant | ||
Antidilutive securities excluded from computation of earnings per share, Amount | 16,000,000 | |
US Government Securities [Member] | ||
Restricted Investments Term | 185 days | |
IPO | ||
Stock issuance costs | $ 11,587,941 | |
Payments for underwriting expense | 4,000,000 | |
Deferred underwriting commissions | 7,000,000 | |
Other offering costs | 587,941 | |
Public Warrants And Private Warrants | IPO | ||
Other offering costs | $ 507,417 | |
Private Placement Warrants | ||
Class of warrants and rights issued during the period | 6,000,000 | |
Public Warrants | ||
Class of warrants and rights issued during the period | 10,000,000 | |
Common Class A | ||
Offering costs charged to the shareholders' equity | $ 11,080,524 | |
Temporary equity, shares outstanding | 20,000,000 | 20,000,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) Per Common Share (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Stock [Line Items] | ||||||||
Allocation of net income (loss) | $ 5,705,354 | $ 1,719,777 | $ 7,126,838 | $ 1,034,797 | $ (4,681,064) | $ 0 | $ 14,551,968 | $ (3,646,267) |
Common Class A | ||||||||
Class of Stock [Line Items] | ||||||||
Basic weighted average shares outstanding | 20,000,000 | 20,000,000 | 20,000,000 | 8,205,128 | ||||
Diluted weighted average shares outstanding | 20,000,000 | 20,000,000 | 20,000,000 | 8,205,128 | ||||
Basic net income (loss) per ordinary share | $ 0.22 | $ 0.04 | $ 0.57 | $ (0.26) | ||||
Diluted net income (loss) per ordinary share | $ 0.22 | $ 0.04 | $ 0.57 | $ (0.26) | ||||
Common Class A | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Allocation of net income (loss) | $ 4,431,344 | $ 803,726 | $ 11,302,500 | $ (2,143,878) | ||||
Basic weighted average shares outstanding | 20,000,000 | 20,000,000 | 20,000,000 | 8,205,128 | ||||
Diluted weighted average shares outstanding | 20,000,000 | 20,000,000 | 20,000,000 | 8,205,128 | ||||
Basic net income (loss) per ordinary share | $ 0.22 | $ 0.04 | $ 0.57 | $ (0.26) | ||||
Diluted net income (loss) per ordinary share | $ 0.22 | $ 0.04 | $ 0.57 | $ (0.26) | ||||
Common Class B | ||||||||
Class of Stock [Line Items] | ||||||||
Basic weighted average shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||||
Diluted weighted average shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||||
Basic net income (loss) per ordinary share | $ 0.22 | $ 0.04 | $ 0.57 | $ (0.26) | ||||
Diluted net income (loss) per ordinary share | $ 0.22 | $ 0.04 | $ 0.57 | $ (0.26) | ||||
Common Class B | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Allocation of net income (loss) | $ 1,274,011 | $ 231,071 | $ 3,249,469 | $ (1,502,389) | ||||
Basic weighted average shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||||
Diluted weighted average shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||||
Basic net income (loss) per ordinary share | $ 0.22 | $ 0.04 | $ 0.57 | $ (0.26) | ||||
Diluted net income (loss) per ordinary share | $ 0.22 | $ 0.04 | $ 0.57 | $ (0.26) |
Significant Accounting Polici_6
Significant Accounting Policies - Summary of Class A ordinary shares subject to possible redemption (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 11, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||||||
Gross proceeds | $ 0 | $ 196,000,000 | ||||
Less: Class A ordinary shares issuance costs | (11,080,524) | |||||
Add: Accretion of carrying value to redemption value | $ 18,793,488 | |||||
Class A ordinary shares subject to possible redemption | 201,200,243 | $ 200,000,000 | ||||
Common Class A [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Less: Class A ordinary shares issuance costs | (11,080,524) | |||||
Add: Accretion of carrying value to redemption value | $ 1,200,243 | 19,591,933 | ||||
Class A ordinary shares subject to possible redemption | $ 201,200,243 | 200,000,000 | ||||
IPO [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Gross proceeds | $ 200,000,000 | 200,000,000 | ||||
Less: Proceeds allocated to Public Warrants | $ (8,511,409) | |||||
IPO [Member] | Common Class A [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Gross proceeds | $ 200,000,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jun. 11, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Shares issued, price per share | $ 10 | |||
Proceeds from issuance initial public offering | $ 0 | $ 196,000,000 | ||
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months | |||
Class of warrant or right redemption threshold consecutive trading days | 30 days | |||
IPO | ||||
Shares issued, price per share | $ 10 | |||
Proceeds from issuance initial public offering | $ 200,000,000 | $ 200,000,000 | ||
Common Class A | IPO | ||||
Stock shares issued during the period shares | 20,000,000 | |||
Shares issued, price per share | $ 10 | |||
Proceeds from issuance initial public offering | $ 200,000,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Private Placement [Line Items] | ||
Class of warrants and rights issued during the period | 16,000,000 | |
Proceeds from private placement | $ 0 | $ 6,000,000 |
Private Placement Warrants | ||
Private Placement [Line Items] | ||
Class of warrants and rights issued during the period | 6,000,000 | |
Sponsor | Private Placement Warrants | ||
Private Placement [Line Items] | ||
Class of warrants and rights issued during the period | 6,000,000 | |
Class of warrants and rights issued, price per warrant | $ 1 | |
Proceeds from private placement | $ 6,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Oct. 12, 2022 USD ($) | Sep. 29, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) shares | Jul. 23, 2021 shares | Apr. 30, 2021 USD ($) Nominees $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | |
Related Party Transaction [Line Items] | |||||||||||
Offering proceeds allocated to payment of offering expenses | $ 1,000,000 | ||||||||||
Proceeds from issuance of debt | 140,068 | ||||||||||
Due to related parties | $ 0 | $ 30,000 | 30,000 | $ 0 | |||||||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | $ 30,000 | $ 0 | |||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 10 | $ 11.5 | $ 11.5 | ||||||||
Working Capital Loan | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Warrants issued price per warrant | $ / shares | $ 1 | $ 1 | |||||||||
Working capital loans convertible into warrants | $ 1,500,000 | $ 1,500,000 | |||||||||
Administrative Service Fee | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | 30,000 | $ 30,000 | $ 37,667 | 90,000 | |||||||
Expenses from transactions with related party | $ 10,000 | ||||||||||
Sponsor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Proceeds from issuance of common stock | 25,000 | ||||||||||
Number of shares forfeited during the period | shares | 750,000 | ||||||||||
Sponsor | Convertible Promissory Note [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related parties | 0 | 0 | |||||||||
Line of credit facility maximum borrowing capacity | $ 1,500,000 | ||||||||||
Debt conversion, converted instrument, amount | $ 1,500,000 | ||||||||||
Proceeds from convertible debt | $ 700,000 | ||||||||||
Sponsor | Convertible Promissory Note [Member] | Subsequent Event [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Proceeds from convertible debt | $ 700,000 | ||||||||||
Sponsor | Promissory Note | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument, face amount | $ 300,000 | $ 300,000 | |||||||||
Sponsor | Founder shares | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Class B ordinary share issued to initial shareholders, shares | shares | 25,000 | ||||||||||
Sponsor | Founder shares | Director | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of independent director nominees | Nominees | 3 | ||||||||||
Common Class A | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock shares outstanding | shares | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||||
Common Class A | Sponsor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Proceeds from issuance of common stock | $ 30,000,000 | ||||||||||
Common Class A | Sponsor | Convertible Promissory Note [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 11.5 | ||||||||||
Common Class A | Sponsor | Promissory Note | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Warrants issued price per warrant | $ / shares | $ 1 | ||||||||||
Common Class A | Anchor investors | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Class B ordinary share issued to initial shareholders, shares | shares | 3,000,000 | ||||||||||
Common Class B | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock shares outstanding | shares | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | |||||||
Common Class B | Sponsor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period, value, issued for services | $ 25,000 | ||||||||||
Proceeds from sponsor to cover certain offering costs per share value | $ / shares | $ 0.004 | ||||||||||
Common stock shares outstanding | shares | 6,500,000 | 5,750,000 | 5,750,000 | ||||||||
Class B ordinary share issued to initial shareholders, shares | shares | 750,000 | 5,750,000 | |||||||||
Share price | $ / shares | $ 12 | $ 12 | |||||||||
Number of trading days for determining the share price | 20 days | ||||||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||||||
Waiting period after which the share trading days are considered | 150 days | ||||||||||
Common Class B | Sponsor | Founder shares | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock shares outstanding | shares | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | |||||||
Common stock shares subject to forfeiture | shares | 750,000 | ||||||||||
Common Class B | Anchor investors | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Class B ordinary share issued to initial shareholders, shares | shares | 375,000 | ||||||||||
Proceeds from issuance of common stock | $ 0 | ||||||||||
Common Class B | Anchor investors | Founder shares | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Class B ordinary share issued to initial shareholders, shares | shares | 375,000 | ||||||||||
Proceeds from issuance of common stock | $ 0 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements - Summary of Fair Value Hierarchy the Company's Assets and Liabilities (Detail) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liability | $ 2,414,882 | $ 10,423,429 |
FPA liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liability | 3,209,928 | 2,785,941 |
Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | 201,200,243 | 200,007,275 |
Warrant Liability | 1,500,000 | 6,500,000 |
Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | ||
Warrant Liability | ||
Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | ||
Warrant Liability | 4,124,810 | 6,709,370 |
Fair Value, Recurring | Public Warrants | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liability | 6,500,000 | |
Fair Value, Recurring | Public Warrants | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liability | 1,500,000 | |
Fair Value, Recurring | Public Warrants | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liability | 0 | |
Fair Value, Recurring | Private Warrants | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liability | ||
Fair Value, Recurring | Private Warrants | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liability | ||
Fair Value, Recurring | Private Warrants | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liability | 914,882 | 3,923,429 |
Fair Value, Recurring | FPA liability | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liability | ||
Fair Value, Recurring | FPA liability | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liability | ||
Fair Value, Recurring | FPA liability | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liability | $ 3,209,928 | $ 2,785,941 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements - Summary of Valuation of Public and Private Warrants (Detail) - Public and Private Warrants | Sep. 30, 2022 yr $ / shares | Dec. 31, 2021 yr $ / shares |
Risk Free Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 4.04 | 1.29 |
Stock Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | $ / shares | 9.82 | 9.72 |
Est. Term Remaining (Yrs) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | yr | 5.55 | 5.35 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements - Summary of Valuation of Public and Private Warrants of FPA (Detail) - FPA liability | Sep. 30, 2022 $ / shares yr | Dec. 31, 2021 yr $ / shares |
Stock Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 9.82 | 9.72 |
Warrant Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.15 | 0.65 |
Est. Term to Business Combination (Yrs) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | yr | 0.55 | 0.33 |
Probability of Business Combination | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 85 | 85 |
Purchase price of FPA unit | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 10 | 10 |
Discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 3.93 | 0.04 |
Recurring Fair Value Measurem_6
Recurring Fair Value Measurements - Summary of reconciliation of changes in fair value of derivative warrant liabilities (Detail) - Fair Value, Inputs, Level 3 [Member] - USD ($) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | |
FPA Liability [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Beginning balance | $ 2,800,040 | $ 2,658,312 | $ 2,785,941 | $ 2,245,038 | $ 0 |
Initial value at IPO date | 2,322,741 | ||||
Change in fair value | 409,888 | 141,728 | (127,629) | 561,983 | (77,703) |
Ending balance | 3,209,928 | 2,800,040 | 2,658,312 | 2,807,021 | 2,245,038 |
Warrant [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Beginning balance | 458,563 | 1,209,656 | 3,923,429 | 15,598,085 | 0 |
Initial value at IPO date | 13,712,964 | ||||
Change in fair value | 456,319 | (751,093) | (2,713,773) | (1,797,111) | 1,885,121 |
Transfer of Public warrants from Level 3 to Level 1 | (8,601,000) | ||||
Ending balance | 914,882 | 458,563 | 1,209,656 | 5,199,974 | 15,598,085 |
Public Warrants [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Beginning balance | 0 | 0 | 9,724,207 | 0 | |
Initial value at IPO date | 8,511,409 | ||||
Change in fair value | 0 | 0 | (1,123,207) | 1,212,798 | |
Transfer of Public warrants from Level 3 to Level 1 | (8,601,000) | ||||
Ending balance | 0 | 0 | 0 | 9,724,207 | |
Private Warrants [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Beginning balance | 458,563 | 1,209,656 | 3,923,429 | 5,873,878 | 0 |
Initial value at IPO date | 5,201,555 | ||||
Change in fair value | 456,319 | (751,093) | (2,713,773) | (673,904) | 672,323 |
Transfer of Public warrants from Level 3 to Level 1 | 0 | ||||
Ending balance | $ 914,882 | $ 458,563 | $ 1,209,656 | $ 5,199,974 | $ 5,873,878 |
Recurring Fair Value Measurem_7
Recurring Fair Value Measurements - Additional information (Detail) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Warrant liability | $ 2,414,882 | $ 10,423,429 |
FPA liability | ||
Warrant liability | $ 3,209,928 | $ 2,785,941 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Jul. 07, 2022 | Jun. 11, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | ||||||||
Overallotment option vesting period | 45 days | |||||||
Underwriting discount | (2.00%) | |||||||
Deferred underwriting fee percent on gross proceeds of the IPO | 3.50% | |||||||
Class of warrant or right, exercise price of warrants or rights | $ 10 | $ 11.5 | $ 11.5 | |||||
Gain recognized on the debt forgiveness | $ 7,000,000 | $ 7,000,000 | $ 7,000,000 | $ 0 | ||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
YS Biopharma [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Preferred stock par or stated value per share | 0.000005 | $ 0.000005 | ||||||
Common stock conversion basis | one | |||||||
Common stock par or stated value per share | 0.000005 | $ 0.000005 | ||||||
Sponsor | ||||||||
Loss Contingencies [Line Items] | ||||||||
Proceeds from issuance of common stock | $ 25,000 | |||||||
Preferred stock par or stated value per share | 0.0001 | $ 0.0001 | ||||||
Sponsor | Founder Shares [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Stock issued during period, shares, issued for services | 25,000 | |||||||
IPO | ||||||||
Loss Contingencies [Line Items] | ||||||||
Cash underwriting discount of the IPO paid to underwriters | $ 4,000,000 | |||||||
Common Class A | ||||||||
Loss Contingencies [Line Items] | ||||||||
Common stock par or stated value per share | 0.0001 | $ 0.0001 | 0.0001 | |||||
Common Class A | Anchor investors | ||||||||
Loss Contingencies [Line Items] | ||||||||
Stock issued during period, shares, issued for services | 3,000,000 | |||||||
Common Class A | Sponsor | ||||||||
Loss Contingencies [Line Items] | ||||||||
Proceeds from issuance of common stock | $ 30,000,000 | |||||||
Common stock shares issued with effect of conversion | 3,000,000 | |||||||
Common stock par or stated value per share | 0.0001 | 0.0001 | ||||||
Common Class A | IPO | ||||||||
Loss Contingencies [Line Items] | ||||||||
Stock shares issued during the period shares | 20,000,000 | |||||||
Common Class B | ||||||||
Loss Contingencies [Line Items] | ||||||||
Common stock par or stated value per share | 0.0001 | 0.0001 | $ 0.0001 | |||||
Common Class B | Founder Shares [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Common stock par or stated value per share | 0.0001 | 0.0001 | ||||||
Common Class B | Anchor investors | ||||||||
Loss Contingencies [Line Items] | ||||||||
Stock issued during period, shares, issued for services | 375,000 | |||||||
Proceeds from issuance of common stock | $ 0 | |||||||
Common Class B | Anchor investors | Founder Shares [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Stock issued during period, shares, issued for services | 375,000 | |||||||
Proceeds from issuance of common stock | $ 0 | |||||||
Common Class B | Sponsor | ||||||||
Loss Contingencies [Line Items] | ||||||||
Stock issued during period, shares, issued for services | 750,000 | 5,750,000 | ||||||
Common stock par or stated value per share | 0.0001 | 0.0001 | ||||||
Redeemable Warrants | Anchor investors | ||||||||
Loss Contingencies [Line Items] | ||||||||
Stock issued during period, shares, issued for services | 750,000 | |||||||
Maximum | Common Stock [Member] | YS Biopharma [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Common stock par or stated value per share | 0.00002 | $ 0.00002 | ||||||
Maximum | Common Class A | Over-Allotment Option | ||||||||
Loss Contingencies [Line Items] | ||||||||
Stock shares issued during the period shares | 3,000,000 | |||||||
Maximum | Private Placement Warrants | ||||||||
Loss Contingencies [Line Items] | ||||||||
Minimum lock in period required for warrant exercise from the date of business combination | 30 days | |||||||
Minimum | YS Biopharma [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Common stock par or stated value per share | $ 0.000005 | $ 0.000005 |
Warrant Liability - Additional
Warrant Liability - Additional Information (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Apr. 30, 2021 | |
Disclosure of Warrant Liability [Line Items] | ||
Class of warrant or right, outstanding | 16,000,000 | |
Class of warrant or right, exercise price of warrants or rights | $ 11.5 | $ 10 |
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months | |
Class of warrant or right redemption threshold consecutive trading days | 30 days | |
Common Class A | Share Price Equal or Exceeds Eighteen Rupees Per Dollar | ||
Disclosure of Warrant Liability [Line Items] | ||
Class of warrant or right, exercise price adjustment percentage higher of market value | 180% | |
Common Class A | Share Price Equal or Less Nine Point Two Rupees Per Dollar | ||
Disclosure of Warrant Liability [Line Items] | ||
Share redemption trigger price | $ 9.2 | |
Minimum percentage gross proceeds required from issuance of equity | 60% | |
Class of warrant or right, exercise price adjustment percentage higher of market value | 115% | |
Public Warrants | ||
Disclosure of Warrant Liability [Line Items] | ||
Class of warrant or right, outstanding | 10,000,000 | |
Public Warrants | Share Price Equal or Exceeds Eighteen Rupees Per Dollar | ||
Disclosure of Warrant Liability [Line Items] | ||
Class of warrants redemption price per unit | $ 0.01 | |
Number of days of notice to be given for redemption of warrants | 30 days | |
Number of consecutive trading days for determining share price | 20 days | |
Number of trading days for determining the share price | 30 days | |
Public Warrants | Share Price Equal or Exceeds Ten Rupees Per Dollar | ||
Disclosure of Warrant Liability [Line Items] | ||
Class of warrants redemption price per unit | $ 0.1 | |
Number of days of notice to be given for redemption of warrants | 30 days | |
Number of consecutive trading days for determining share price | 20 days | |
Number of trading days for determining the share price | 30 days | |
Public Warrants | Share Price Equal or Less Nine Point Two Rupees Per Dollar | ||
Disclosure of Warrant Liability [Line Items] | ||
Number of consecutive trading days for determining share price | 20 days | |
Public Warrants | Common Class A | Share Price Equal or Exceeds Eighteen Rupees Per Dollar | ||
Disclosure of Warrant Liability [Line Items] | ||
Share price | $ 18 | |
Public Warrants | Common Class A | Share Price Equal or Exceeds Ten Rupees Per Dollar | ||
Disclosure of Warrant Liability [Line Items] | ||
Share price | $ 10 | |
Private Placement Warrants | ||
Disclosure of Warrant Liability [Line Items] | ||
Class of warrant or right, outstanding | 6,000,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - $ / shares | 9 Months Ended | |||
Jul. 23, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Apr. 30, 2021 | |
Stock Holders Equity Note [Line Items] | ||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Preferred stock shares issued | 0 | 0 | ||
Preferred stock shares outstanding | 0 | 0 | ||
Sponsor | ||||
Stock Holders Equity Note [Line Items] | ||||
Preferred stock shares authorized | 5,000,000 | |||
Preferred stock par or stated value per share | $ 0.0001 | |||
Preferred stock shares issued | 0 | 0 | ||
Preferred stock shares outstanding | 0 | 0 | ||
Number of shares forfeited during the period | 750,000 | |||
IPO | Sponsor | ||||
Stock Holders Equity Note [Line Items] | ||||
Percentage of number of shares of common stock outstanding | 20% | |||
Common Class A | ||||
Stock Holders Equity Note [Line Items] | ||||
Common stock shares authorized | 500,000,000 | 500,000,000 | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Common stock shares issued | 20,000,000 | 20,000,000 | ||
Common stock shares outstanding | 20,000,000 | 20,000,000 | ||
Temporary equity, shares outstanding | 20,000,000 | 20,000,000 | ||
Temporary Equity, Shares Issued | 20,000,000 | 20,000,000 | ||
Common Class A | Sponsor | ||||
Stock Holders Equity Note [Line Items] | ||||
Common stock shares authorized | 500,000,000 | |||
Common stock par or stated value per share | $ 0.0001 | |||
Common Class B | ||||
Stock Holders Equity Note [Line Items] | ||||
Common stock shares authorized | 50,000,000 | 50,000,000 | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Common stock shares issued | 5,750,000 | 5,750,000 | ||
Common stock shares outstanding | 5,750,000 | 5,750,000 | ||
Common Class B | Sponsor | ||||
Stock Holders Equity Note [Line Items] | ||||
Common stock shares authorized | 50,000,000 | |||
Common stock par or stated value per share | $ 0.0001 | |||
Common stock shares issued | 6,500,000 | |||
Common stock shares outstanding | 5,750,000 | 6,500,000 | ||
Common stock shares issued subject to forfeiture | 750,000 | |||
Common Class A and Class B | Sponsor | ||||
Stock Holders Equity Note [Line Items] | ||||
Common stock, Conversion basis | one-to-one |
Subsequent Events - Additional
Subsequent Events - Additional information (Detail) | Oct. 12, 2022 USD ($) |
Sponsor | Convertible Promissory Note [Member] | |
Subsequent Event [Line Items] | |
Proceeds from Convertible Debt | $ 700,000 |