Quarterly report pursuant to Section 13 or 15(d)

Commitments and Contingencies

v3.22.2.2
Commitments and Contingencies
9 Months Ended
Sep. 30, 2022
Commitments and Contingencies.  
Commitments and Contingencies

Note 7 — Commitments and Contingencies

Registration Rights

The holders of the (i) Founder shares (which were issued in a private placement prior to the closing of the IPO), (ii) Private Placement Warrants (which were issued in a private placement simultaneously with the closing of the IPO) and (iii) Private Placement Warrants (that may be issued upon conversion of Working Capital Loans) will have registration rights to require the Company to register a sale of any of the securities held by them pursuant to a registration 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 register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriter’s Agreement

The underwriter had a 45-day option from the date of the IPO to purchase up to an additional 3,750,000 Units to cover over-allotments, if any.

On September 3, 2021, the underwriter partially exercised its over-allotment option to purchase an additional 1,514,780 Units (the “Over-Allotment Units”) generating aggregate gross proceeds of $15,147,800 and incurring $302,956 in cash underwriting fees (see Note 1).

On September 16, 2021, the remaining amounts under the over-allotment option expired unused.

The underwriter was paid a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO (including the Over-Allotment Units), or $5,302,956. Additionally, the underwriter will be entitled to a deferred underwriting discount of 3.5% or $9,280,173 of the gross proceeds of the IPO (including the Over-Allotment Units) held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

Legal Services Agreement

Legal services rendered by U.S. General Counsel are accrued on a quarterly basis but deferred for settlement until the closing of the Proposed Business Combination. The accrued fees as of September 30, 2022 and December 31, 2021 were $2,515,883 and $517,611, respectively.

Tax Planning Services Agreement

Tax planning services rendered by the Company’s tax advisor are accrued on a monthly basis but deferred for settlement until the closing of the Proposed Business Combination. The deferred fees as of September 30, 2022 and December 31, 2021 were $436,590 and $0, respectively.

PIPE Financing Advisement and Consulting Services Agreements

On January 19, 2022, the Company entered into an agreement with a vendor for investment banking services related to the Proposed Business Combination. Specifically, the agreement relates to assisting in raising the funds as part of a PIPE financing. The agreement calls for the vendor to receive a contingent fee equal to 3% of the aggregate principal amount of securities issued at the closing of such transaction and as a result of the vendor’s sole efforts. In addition to any fees that may be payable to the vendor, the Company will reimburse the vendor for all reasonable expenses in connection with the agreement. No services have been performed and nothing has been accrued as of and for the period ended September 30, 2022.

On March 16, 2022, the Company entered into an agreement with a vendor for investment banking services related to the Proposed Business Combination. Specifically, the agreement relates to assisting in raising the funds as part of a PIPE financing. The agreement calls for the vendor to receive a contingent fee equal to (i) 2% of the aggregate principal amount of securities issued at the closing of such transaction and as a result of the vendor’s sole efforts or (ii) 0.5% of the aggregate principal amount of securities issued to certain identified investors at the closing of such transaction as a result of the vendor’s efforts; provided, however, that no fees will be paid for non-institutional investors. In addition to any fees that may be payable to the vendor, the Company will reimburse the vendor for all reasonable expenses in connection with the agreement and up to $125,000 of the vendor’s independent counsel fees and disbursements in connection with the placement. No services have been performed and nothing has been accrued as of and for the period ended September 30, 2022.

On March 16, 2022, the Company entered into an agreement with a vendor for investment banking services related to the Proposed Business Combination. Specifically, the agreement relates to assisting in raising the funds as part of a PIPE financing. The agreement calls for the vendor to receive a contingent fee equal to (i) 4% of the aggregate principal amount of securities issued at the closing of such transaction and as a result of the vendor’s sole effort, (ii) 2% of the aggregate principal amount of securities issued at the closing of such transaction and as a result of the vendor’s joint efforts with a specified Co-Advisor, or (iii) 0.5% of the aggregate principal amount of securities issued to certain identified investors at the closing of such transaction as a result of the vendor’s sole efforts or joint efforts with a specified Co-Advisor. In addition to any fees that may be payable to the vendor, the Company will reimburse the vendor for all reasonable expenses in connection with the agreement and up to $125,000 of the vendor’s independent counsel fees and disbursements in connection with the placement. No services have been performed and nothing has been accrued as of and for the period ended September 30, 2022.

Advisory Service Agreement

On September 30, 2022, the Company entered into an agreement with two vendors for advisory services in relation to a proposed initial public offering of ordinary shares in an entity to be identified by the Company. The agreement states that the vendors will be entitled to an underwriting fee of 2.4% and management fee of 0.6% of the gross subscription monies raised under the proposed initial public offering. The underwriting fee and management fee are payable on the date the Company receives the proceeds (being the IPO settlement date) by way of deduction from the proceeds. Each vendor will receive 50% of the fees payable. The Company will also pay the vendors an incentive fee of up to 1%of the proceeds payable at the absolute discretion of the board of the Company in whatever proportion the board determines, payable in cleared funds on the date the Company receives the proceeds. No services have been performed and nothing has been accrued as of and for the period ended September 30, 2022.