2022 Q4 Form 10-K Financial Statement
#000110465923046881 Filed on April 19, 2023
Income Statement
Concept | 2022 Q4 | 2022 |
---|---|---|
Revenue | $0.00 | $0.00 |
YoY Change | ||
Cost Of Revenue | ||
YoY Change | ||
Gross Profit | ||
YoY Change | ||
Gross Profit Margin | ||
Selling, General & Admin | ||
YoY Change | ||
% of Gross Profit | ||
Research & Development | ||
YoY Change | ||
% of Gross Profit | ||
Depreciation & Amortization | ||
YoY Change | ||
% of Gross Profit | ||
Operating Expenses | $401.8K | $1.350M |
YoY Change | -44249.45% | 1391.3% |
Operating Profit | -$1.350M | |
YoY Change | ||
Interest Expense | $1.122M | $1.912M |
YoY Change | ||
% of Operating Profit | ||
Other Income/Expense, Net | $1.152M | $11.18M |
YoY Change | ||
Pretax Income | $1.872M | $9.833M |
YoY Change | 205609.89% | -10959.96% |
Income Tax | ||
% Of Pretax Income | ||
Net Earnings | $1.872M | $9.833M |
YoY Change | 205609.89% | -10959.96% |
Net Earnings / Revenue | ||
Basic Earnings Per Share | ||
Diluted Earnings Per Share | $0.12 | $0.64 |
COMMON SHARES | ||
Basic Shares Outstanding | ||
Diluted Shares Outstanding |
Balance Sheet
Concept | 2022 Q4 | 2022 |
---|---|---|
SHORT-TERM ASSETS | ||
Cash & Short-Term Investments | $1.103M | $1.103M |
YoY Change | ||
Cash & Equivalents | $1.103M | |
Short-Term Investments | ||
Other Short-Term Assets | $171.1K | $171.1K |
YoY Change | -60.99% | -60.99% |
Inventory | ||
Prepaid Expenses | $171.1K | |
Receivables | ||
Other Receivables | ||
Total Short-Term Assets | $1.274M | $1.274M |
YoY Change | 190.6% | |
LONG-TERM ASSETS | ||
Property, Plant & Equipment | ||
YoY Change | ||
Goodwill | ||
YoY Change | ||
Intangibles | ||
YoY Change | ||
Long-Term Investments | $134.5M | $134.5M |
YoY Change | ||
Other Assets | ||
YoY Change | ||
Total Long-Term Assets | $134.5M | $134.5M |
YoY Change | 30575.57% | |
TOTAL ASSETS | ||
Total Short-Term Assets | $1.274M | $1.274M |
Total Long-Term Assets | $134.5M | $134.5M |
Total Assets | $135.8M | $135.8M |
YoY Change | 30866.17% | 30866.1% |
SHORT-TERM LIABILITIES | ||
YoY Change | ||
Accounts Payable | $487.4K | $487.4K |
YoY Change | 640.77% | 640.77% |
Accrued Expenses | ||
YoY Change | ||
Deferred Revenue | ||
YoY Change | ||
Short-Term Debt | $0.00 | $0.00 |
YoY Change | -100.0% | -100.0% |
Long-Term Debt Due | ||
YoY Change | ||
Total Short-Term Liabilities | $487.7K | $487.7K |
YoY Change | -3.25% | -3.25% |
LONG-TERM LIABILITIES | ||
Long-Term Debt | $0.00 | $0.00 |
YoY Change | ||
Other Long-Term Liabilities | $6.278M | $6.278M |
YoY Change | ||
Total Long-Term Liabilities | $6.278M | $6.278M |
YoY Change | ||
TOTAL LIABILITIES | ||
Total Short-Term Liabilities | $487.7K | $487.7K |
Total Long-Term Liabilities | $6.278M | $6.278M |
Total Liabilities | $6.766M | $6.766M |
YoY Change | 1242.3% | 1242.31% |
SHAREHOLDERS EQUITY | ||
Retained Earnings | -$5.492M | |
YoY Change | 5965.83% | |
Common Stock | ||
YoY Change | ||
Preferred Stock | ||
YoY Change | ||
Treasury Stock (at cost) | ||
YoY Change | ||
Treasury Stock Shares | ||
Shareholders Equity | -$5.491M | $129.0M |
YoY Change | ||
Total Liabilities & Shareholders Equity | $135.8M | $135.8M |
YoY Change | 30866.17% | 30866.1% |
Cashflow Statement
Concept | 2022 Q4 | 2022 |
---|---|---|
OPERATING ACTIVITIES | ||
Net Income | $1.872M | $9.833M |
YoY Change | 205609.89% | -10959.96% |
Depreciation, Depletion And Amortization | ||
YoY Change | ||
Cash From Operating Activities | -$47.15K | -$1.148M |
YoY Change | ||
INVESTING ACTIVITIES | ||
Capital Expenditures | ||
YoY Change | ||
Acquisitions | ||
YoY Change | ||
Other Investing Activities | $0.00 | -$132.6M |
YoY Change | ||
Cash From Investing Activities | $0.00 | -$132.6M |
YoY Change | ||
FINANCING ACTIVITIES | ||
Cash Dividend Paid | ||
YoY Change | ||
Common Stock Issuance & Retirement, Net | $127.4M | |
YoY Change | ||
Debt Paid & Issued, Net | ||
YoY Change | ||
Cash From Financing Activities | 0.000 | 134.9M |
YoY Change | ||
NET CHANGE | ||
Cash From Operating Activities | -47.15K | -1.148M |
Cash From Investing Activities | 0.000 | -132.6M |
Cash From Financing Activities | 0.000 | 134.9M |
Net Change In Cash | -47.15K | 1.103M |
YoY Change | ||
FREE CASH FLOW | ||
Cash From Operating Activities | -$47.15K | -$1.148M |
Capital Expenditures | ||
Free Cash Flow | ||
YoY Change |
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<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;text-align:center;margin:0pt;"><span style="font-size:1pt;margin-bottom:12pt;visibility:hidden;"></span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;">NOTE 1— ORGANIZATION AND BUSINESS OPERATION</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">LatAmGrowth SPAC (the “Company”) was incorporated as a Cayman Islands exempted company on May 20, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any Business Combination target. The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company, but the Company intends to focus its search on high growth companies in Latin America, including Brazil, as well as businesses located in the United States that cater to the Hispanic community: (1) with significant technological advantages, and/or (2) that are well positioned to benefit from the favorable structural and secular trends of the emerging middle class.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">As of December 31, 2022, the Company had not commenced any operations. All activity for the period from May 20, 2021 (inception) through December 31, 2022 relates to the Company’s formation and IPO described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO (as defined below). The Company has selected December 31 as its fiscal year end.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">The Company’s Sponsor is LatAmGrowth Sponsor LLC, a Delaware limited liability company (the “Sponsor”).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">The registration statement for the Company’s initial public offering was declared effective on January 24, 2022 (the “Effective Date”). On January 27, 2022, the Company consummated the Public Offering of 13,000,000 units, (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $130,000,000, which is discussed in Note 3.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">Simultaneously with the closing of the IPO, the Company consummated the sale of 7,900,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $7,900,000, which is discussed in Note 4.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">Transaction costs amounted to $7,647,620 consisting of $2,600,000 of underwriting discount, $4,550,000 of deferred underwriting discount, and $497,620 of other offering costs. In addition, $2,494,203 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete such Business Combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940 (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">Following the closing of the IPO on January 27, 2022, an amount of $132,600,000 ($10.20 per Unit) from the net proceeds of the sale of the public units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account (“Trust Account”) and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the public shares if the Company has not completed its initial Business Combination within the time frame to consummate the business combination period (the “Combination Period”) as defined in its amended and restated memorandum and articles of association or during any extended time that the Company has to consummate a Business Combination as a result of a shareholder vote to amend its amended and restated memorandum and articles of association or (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirements.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">The shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to the limitations and on conditions described in the Prospectus. The amount in the Trust Account is $10.35 per public share as of March 31, 2023. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">Ordinary shares subject to redemption are recorded at redemption value and classified as temporary equity following the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">The Company’s amended and restated memorandum and articles of association defined in the Combination Period as within 15 months from the closing of the initial public offering, or up to 21 months, if the Company extended the time to complete a Business Combination. On April 13, 2023, the Company convened an Extraordinary General Meeting (the “Extraordinary General Meeting”) virtually, to vote on a proposal to extend the Combination Period from 15 months ending on April 27, 2023 to November 27, 2023 (the “Extension Amendment Proposal”). This proposal was passed, which gives the Company an additional 7 months to consummate its Business Combination under the Combination Period.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">Additionally, at the Extraordinary General Meeting, holders of public shares were afforded the opportunity to require the Company to redeem their public shares for their pro rata share of the trust account. 7,399,517 of the 13,000,000 public shares were redeemed at a redemption price of approximately $10.469 per share, leaving 5,600,483 public shares remaining outstanding. Following this redemption, the balance in the trust account was approximately $58.6 million.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">The Company also issued a non-interest bearing non-convertible unsecured promissory note to the sponsor for a principal amount of up to $1,050,000 to fund the contributions to the Company’s trust account in connection with the Extension Amendment and the Trust Amendment.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">If the Company has not consummated 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 <span style="-sec-ix-hidden:Hidden_LlO-kWFKHEK_PAyjNYxLJQ;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">ten</span></span> business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">The Company’s amended and restated memorandum and articles of association stated that a Business Combination would proceed only if the Company had net tangible assets of at least $5,000,001 prior to or upon such Business Combination. At the Extraordinary General Meeting, in addition to the Extension Amendment Proposal, a proposal was made and passed to remove the net tangible asset requirement.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt;">The Sponsor and each member of the management team have agreed to (i) waive their redemption rights with respect to their founder shares and public 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 (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination 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 time frame; and (iv) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">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 Marcum LLP, 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 entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor have the Company independently verified whether the 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 provide assurance that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the initial Business Combination and redemptions could be reduced to less than $10.20 per public share. In such event, the Company may not be able to complete the initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. 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.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;">Liquidity and Going Concern Considerations</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">As of December 31, 2022, the Company had $1,103,214 cash on hand and working capital of $786,623.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">On January 27, 2022, the Company consummated its IPO of 13,000,000 units, at $10.00 per unit, generating gross proceeds of $130.0 million. Simultaneously with the closing of the Company’s IPO, it consummated the sale of 7,900,000 private placement warrants at a price of $1.00 per private placement warrant in a private placement to its Sponsor, generating gross proceeds of $7.9 million. Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. At the IPO date, cash of $2,494,203 in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">The Company believes that the $1.1 million in cash held outside the trust account will be sufficient to allow the Company to operate until either the consummation of a business combination or the mandatory liquidation date; however, if the Company’s estimate of the costs of undertaking in-depth due diligence and negotiating the business combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the business combination. As such, the Company cannot provide assurance that the cash held outside the trust account will be sufficient to meet its financial obligations over a period of one year from the issuance of its financial statements. Until consummation of its initial Business Combination, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">The Company can raise additional capital through Working Capital Loans from the Sponsor, an affiliate of the Sponsor, certain of the Company’s officers and directors, or through loans from third parties. 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 its business plan, and reducing overhead expenses. The Company cannot provide assurance that new financing will be available to it on commercially acceptable terms, if at all.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;text-align:justify;margin:0pt 0pt 12pt 0pt;"><span style="font-weight:normal;">On April 13, 2023, at the Extraordinary General Meeting, in connection with the approval of the Extension Amendment Proposal, the Sponsor has agreed to contribute into the trust account the lesser of (x) an aggregate of </span><span style="font-weight:normal;">$150,000</span><span style="font-weight:normal;"> or (y) </span><span style="font-weight:normal;">$0.0375</span><span style="font-weight:normal;"> per share for each public share that was not redeemed at the Extraordinary General Meeting for each monthly period (commencing April 27, 2023) or prior thereof, until the earlier of the completion of the initial business combination and November 27, 2023. The Company also issued a non-interest bearing non-convertible unsecured promissory note to the sponsor for a principal amount of up to </span><span style="font-weight:normal;">$1,050,000</span><span style="font-weight:normal;"> to fund the contributions to the Company’s trust account in connection with the Extension Amendment and Trust Amendment. If a business combination is not consummated by the required date and the Company is unable to obtain the funding to extend the business combination period beyond the initial deadline, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in FASB ASU 2014-15, management has determined that the cash and working capital need, including mandatory liquidation and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements. </span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;">Risks and Uncertainties</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">Management is currently evaluating the impact of the COVID-19 pandemic and Russia-Ukraine war and has concluded that while it is reasonably possible that the virus and war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;">Consideration of IR Act Excise Tax</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.</p> | |
CY2022Q1 | latg |
Transaction Costs
TransactionCosts
|
7647620 | |
CY2022Q1 | latg |
Sale Of Stock Underwriting Fees
SaleOfStockUnderwritingFees
|
2600000 | |
CY2022Q1 | latg |
Deferred Offering Costs Noncurrent
DeferredOfferingCostsNoncurrent
|
4550000 | |
CY2022Q1 | latg |
Sale Of Stock Other Offering Costs
SaleOfStockOtherOfferingCosts
|
497620 | |
CY2022Q1 | us-gaap |
Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
|
2494203 | |
CY2022 | latg |
Threshold Minimum Aggregate Fair Market Value As Percentage Of Net Assets Held In Trust Account
ThresholdMinimumAggregateFairMarketValueAsPercentageOfNetAssetsHeldInTrustAccount
|
0.80 | |
CY2022 | latg |
Threshold Percentage Of Outstanding Voting Securities Of Target To Be Acquired By Post Transaction Company To Complete Business Combination
ThresholdPercentageOfOutstandingVotingSecuritiesOfTargetToBeAcquiredByPostTransactionCompanyToCompleteBusinessCombination
|
0.50 | |
CY2022 | latg |
Redemption Of Shares Calculated Based On Number Of Business Days Prior To Consummation Of Business Combination
RedemptionOfSharesCalculatedBasedOnNumberOfBusinessDaysPriorToConsummationOfBusinessCombination
|
P185D | |
CY2022 | latg |
Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination
PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination
|
1 | |
CY2023Q1 | us-gaap |
Share Price
SharePrice
|
10.35 | |
CY2022 | latg |
Period To Consummate Initial Business Combination
PeriodToConsummateInitialBusinessCombination
|
P15M | |
CY2022 | latg |
Period To Consummate Initial Business Combination If Time Extend To Complete Business Combination
PeriodToConsummateInitialBusinessCombinationIfTimeExtendToCompleteBusinessCombination
|
P21M | |
CY2022 | latg |
Period To Consummate Initial Business Combination
PeriodToConsummateInitialBusinessCombination
|
P15M | |
CY2022 | latg |
Maximum Net Interest To Pay Dissolution Expenses
MaximumNetInterestToPayDissolutionExpenses
|
100000 | |
CY2022 | latg |
Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination
PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination
|
1 | |
CY2022Q4 | us-gaap |
Share Price
SharePrice
|
10.20 | |
CY2022Q4 | us-gaap |
Share Price
SharePrice
|
10.20 | |
CY2022Q4 | us-gaap |
Share Price
SharePrice
|
10.20 | |
CY2022Q4 | us-gaap |
Cash
Cash
|
1103214 | |
CY2022 | latg |
Working Capital
WorkingCapital
|
786623 | |
CY2022Q4 | latg |
Cash Held Outside Trust Account
CashHeldOutsideTrustAccount
|
1100000 | |
CY2022Q4 | latg |
Offering Costs As Reduction Of Temporary Equity
OfferingCostsAsReductionOfTemporaryEquity
|
7253390 | |
CY2022 | latg |
Warrant Issuance Costs
WarrantIssuanceCosts
|
335231 | |
CY2022 | us-gaap |
Use Of Estimates
UseOfEstimates
|
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;">Use of Estimates</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;text-align:justify;margin:0pt 0pt 12pt 0pt;"><span style="font-weight:normal;">Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.</span><span style="font-weight:normal;"> </span></p> | |
CY2022 | us-gaap |
Concentration Risk Credit Risk
ConcentrationRiskCreditRisk
|
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;">Concentration of Credit Risk</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">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 Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account.</p> | |
CY2021Q4 | us-gaap |
Cash Equivalents At Carrying Value
CashEquivalentsAtCarryingValue
|
0 | |
CY2022Q4 | us-gaap |
Cash Equivalents At Carrying Value
CashEquivalentsAtCarryingValue
|
0 | |
CY2022Q4 | us-gaap |
Cash
Cash
|
1103214 | |
CY2021Q4 | us-gaap |
Cash
Cash
|
0 | |
CY2022Q4 | us-gaap |
Assets Held In Trust Noncurrent
AssetsHeldInTrustNoncurrent
|
134512063 | |
CY2021Q4 | us-gaap |
Assets Held In Trust Noncurrent
AssetsHeldInTrustNoncurrent
|
0 | |
CY2022Q4 | us-gaap |
Unrecognized Tax Benefits
UnrecognizedTaxBenefits
|
0 | |
CY2022Q4 | us-gaap |
Unrecognized Tax Benefits
UnrecognizedTaxBenefits
|
0 | |
CY2022Q4 | us-gaap |
Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
|
0 | |
CY2022Q1 | latg |
Transaction Costs
TransactionCosts
|
7647620 | |
CY2022Q1 | latg |
Sale Of Stock Underwriting Fees
SaleOfStockUnderwritingFees
|
2600000 | |
CY2022Q1 | latg |
Deferred Offering Costs Noncurrent
DeferredOfferingCostsNoncurrent
|
4550000 | |
CY2022Q1 | latg |
Sale Of Stock Other Offering Costs
SaleOfStockOtherOfferingCosts
|
497620 | |
CY2022Q4 | latg |
Maximum Number Of Demands For Registration Of Securities
MaximumNumberOfDemandsForRegistrationOfSecurities
|
3 | |
CY2021Q4 | us-gaap |
Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
|
1000000 | |
CY2022Q4 | us-gaap |
Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
|
1000000 | |
CY2021Q4 | us-gaap |
Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
|
0.0001 | |
CY2022Q4 | us-gaap |
Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
|
0.0001 | |
CY2021Q4 | us-gaap |
Preferred Stock Shares Issued
PreferredStockSharesIssued
|
0 | |
CY2022Q4 | us-gaap |
Preferred Stock Shares Issued
PreferredStockSharesIssued
|
0 | |
CY2022 | latg |
Gain On Expiration Of Overallotment Option
GainOnExpirationOfOverallotmentOption
|
390000 | |
CY2021Q4 | us-gaap |
Fair Value Measurement With Unobservable Inputs Reconciliations Recurring Basis Liability Value
FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue
|
0 |