NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
JUNE
30, 2022
NOTE
1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Avalon
Acquisition Inc. (the “Company”) was incorporated in Delaware on October 12, 2020. The Company was formed for the
purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses (the “Business Combination”). The Company has initiated discussions with potential business
combination targets, though it has not selected any business combination target.
Although
the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination,
the Company intends to focus on businesses that are in the financial services and financial technologies industries. The Company
is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage
and emerging growth companies.
As
of June 30, 2022, the Company had not commenced any operations. All activity for the period from October 12, 2020 (inception)
through June 30, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”),
which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating
revenues until after the completion of its initial Business Combination, at the earliest. The Company currently generates non-operating income
in the form of income from the proceeds derived from the Initial Public Offering.
The
registration statement for the Company’s Initial Public Offering was declared effective on October 5, 2021. On October 8,
2021, the Company consummated the Initial Public Offering of 20,700,000 units (the “Units” and, with respect to the
shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise
by the underwriter of the over-allotment option to purchase an additional 2,700,000 Units, at $10.00 per Unit, generating gross
proceeds of $207,000,000, which is described in Note 3.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 8,100,000 warrants (each, a “Private
Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement
Warrant in a private placement to Avalon Acquisition Holdings, LLC (the “Sponsor”), generating gross proceeds of $8,100,000,
which is described in Note 3.
Following
the closing of the Initial Public Offering on October 8, 2021, an amount of $210,105,000
($10.15 per Unit) from the net proceeds of the sale of the units in the Initial Public Offering and the sale of the Private
Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested only in
an open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of
Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the
Company, until the earlier of (i) the completion of a Business Combination or (ii) the distribution of the funds in the
Trust Account, as described below.
The Company’s management
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private
Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business
Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s
initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of
the balance in the Trust Account (as defined below) (excluding taxes payable on interest income earned from the Trust Account and the
deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. The Company will only
complete a 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. There is no assurance that the Company will be able to complete a Business Combination successfully.
The
Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity
to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection
with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as
to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the
Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion
of the amount then in the Trust Account (initially anticipated to be $10.15 per Public Share, plus any pro rata interest earned
on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount
to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions
the Company will pay to the underwriter (as discussed in Note 5). There will be no redemption rights upon the completion
of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at
redemption value and classified as temporary equity in accordance with the Accounting Standards Codification (“ASC”)
Topic 480, “Distinguishing Liabilities from Equity.”
The
Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation
of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of
the Business Combination. If a stockholder vote is not required by law or stock exchange requirements and the Company does not
decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated
Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant
to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with
the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or
the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction
with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder
approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote their Founder Shares (as defined
in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination.
Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against
the proposed transaction.
Notwithstanding
the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to
the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with
any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be
restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior
consent of the Company.
The
Company’s Sponsor has agreed (i) to waive its redemption rights with respect to its Founder Shares and Public Shares
held by it in connection with the completion of a Business Combination and (ii) not to propose an amendment to the Company’s
Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation
to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public
stockholders with the opportunity to redeem their shares in conjunction with any such amendment.
The
Company will have until January 8, 2023 to consummate a Business Combination or until July 8, 2023 if the Company extends the
period of time to consummate an initial Business Combination by the full amount of time (the “Combination Period”).
If the Company is unable to complete a 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 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 and not previously released to the Company
to pay taxes (less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which
redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors,
dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to
the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination
Period.
The
Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to the Founder Shares if
the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares
in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account
if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive their
rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not
complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other
funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution,
it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public
Offering price per Unit ($10.00).
In order to protect the amounts
held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party 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 amount of funds in the Trust Account to below (i) $10.15 per Public Share or (ii) such lesser amount per
Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust
assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a
waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the
underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended
(the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party,
the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility
that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers
(other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which
the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies
held in the Trust Account.
Liquidity
and Going Concern
As
of June 30, 2022, the Company had $533,814 in its operating bank account, $210,413,963 in securities held in the Trust Account
to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith, and working capital
of $875,917 which excludes franchise and income taxes payable as such amounts can be paid from income earned in the Trust Account.
Until
the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying
and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel
expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.
Prior
to the consummation of its Initial Public Offering, the Company’s liquidity needs were satisfied through the payment of
$25,000 from the Sponsor to cover certain expenses on behalf of the Company in consideration of Founder Shares (as defined
in Note 4), and a loan from the Sponsor of $197,000 under the Note (as defined in Note 4) which was repaid in full on
October 15, 2021. Following the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied
through the net proceeds of $1.82 million from the consummation of the Initial Public Offering (including the Over-Allotment)
and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection
with a 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, provide the Company Working Capital Loans (as defined in Note 4). As of June 30, 2022 and December
31, 2021, there were no amounts outstanding under any Working Capital Loans.
Based
on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs
through one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account 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.
In connection with the Company’s
assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards
Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going
Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the
Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities
should the Company be required to liquidate after January 8, 2023. The unaudited condensed financial statements do not include any adjustment
that might be necessary if the Company is unable to continue as a going concern. Management plans to complete a business combination prior
to the mandatory liquidation.
NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The unaudited condensed financial
statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”)
and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements
prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial
reporting. Accordingly, they do not include all of the information and footnotes necessary for a complete presentation of financial position,
results of operations, or cash flows. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair
presentation have been included.
The
accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes
thereto included in the annual report on Form 10-K filed by the Company with the SEC on March 30, 2022. The interim results for the
three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December
31, 2022 or for any future periods.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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 independent
registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, not being required to comply with any requirement
that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or to provide a supplement
to the auditor’s report providing additional information about the audit and the financial statements and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation and stockholder 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 growth companies but any such election to opt out is irrevocable. The
Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and
it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the
new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s
financial statements with another public company which is neither an emerging growth company nor an emerging growth company which
has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
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.
There were no cash equivalents at June 30, 2022 and December 31, 2021.
Investments in Trust Account
Investments held in trust account is comprised of investments in a money
market fund that invests in U.S. government securities and generally have a readily determinable fair value. Such investments are recognized
at fair value and presented on the condensed balance sheets at the end of each reporting period. Gains and losses resulting from the change
in fair value of these securities are included in income from investments held in trust account in the accompanying unaudited condensed
statements of operations. The estimated fair values of investments held in the trust account are determined using available market information.
Deferred
Offering Costs Associated with the Initial Public Offering
The
Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses
of Offering.” Costs incurred in connection with preparation for the Public Offering ($695,809) together with $10,953,007
of underwriter’s discount, were allocated to equity instruments ($11,168,880) and derivative warrant liabilities ($479,936),
based on their relative values, and charged to temporary equity or expensed (in the case of the portion allocated to derivative
warrant liabilities) upon completion of the Initial Public Offering.
Income
Taxes
The
Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.”
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between
the financial statement’s carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary,
to reduce deferred tax assets to the amount expected to be realized. As of June 30, 2022 and December 31, 2021, the Company had deferred tax
assets of approximately $217,000 and $129,000, respectively, with a full valuation allowance against them.
The Company’s current taxable
income primarily consists of income earned on the Trust Account. The Company’s general and administrative costs are generally considered
start-up costs and are not currently deductible. During the three and six months ended June 30, 2022, the Company recorded no income tax
expense. The Company’s effective tax rate for the three and six months ended June 30, 2022 was approximately 0%,
which differs from the expected income tax rate due to the start-up costs (discussed above), the change in value of warrant liabilities,
and the transaction costs allocated to the warrant liabilities which are not currently deductible.
FASB
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement
of tax positions 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 sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties
related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for
interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review
that could result in significant payments, accruals or material deviation from its position. The Company is subject to income
tax examinations by major taxing authorities since inception.
Net
Income/(Loss) per Common Share
The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company
has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses
are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome.
Net income/(loss) per common stock is calculated by dividing the net income/(loss) by the weighted average shares of common stock
outstanding for the respective period.
The
calculation of diluted net income/(loss) per common stock does not consider the effect of the warrants issued in connection with the
IPO (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate
of 23,625,000 shares of Class A common stock in the calculation of diluted income/(loss) per share, because their
exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result,
diluted net income/(loss) per share is the same as basic net income/(loss) per share for the three and six months ended June 30,
2022 and 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the
redemption value approximates fair value.
The
following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share
for each class of common stock:
Schedule
of basic and diluted net loss per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the Three Months Ended |
|
|
June
30, 2022 |
|
June
30, 2021 |
|
|
Class
A |
|
Class
B |
|
Class
A |
|
Class
B |
Basic
and diluted net income/(loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation
of net income/(loss) |
|
$ |
2,582,845 |
|
|
$ |
640,904 |
|
|
$ |
— |
|
|
$ |
— |
|
Denominator |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted weighted average common stock outstanding |
|
|
20,855,250 |
|
|
|
5,175,000 |
|
|
|
— |
|
|
|
4,500,000 |
|
Basic
and diluted net income/(loss) per common share |
|
$ |
0.12 |
|
|
$ |
0.12 |
|
|
$ |
— |
|
|
$ |
— |
|
| |
| | | |
| | | |
| | | |
| | |
| |
For the Six Months Ended |
| |
June 30, 2022 | |
June 30, 2021 |
| |
Class A | |
Class B | |
Class A | |
Class B |
Basic and diluted net income/(loss) per common share: | |
| | | |
| | | |
| | | |
| | |
Numerator | |
| | | |
| | | |
| | | |
| | |
Allocation of net income/(loss) | |
$ | 5,508,283 | | |
$ | 1,366,820 | | |
$ | — | | |
$ | (450 | ) |
Denominator | |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average common stock outstanding | |
| 20,855,250 | | |
| 5,175,000 | | |
| — | | |
| 4,500,000 | |
Basic and diluted net income/(loss) per common share | |
$ | 0.26 | | |
$ | 0.26 | | |
$ | — | | |
$ | (0.00 | ) |
Redeemable
Common Stock
As
discussed in Note 1, all of the 20,700,000 Public Shares sold as part of Units in the Initial Public Offering contain a redemption
feature which allows for the redemption of the Public Shares if the Company holds a stockholder vote or there is a tender offer
for shares in connection with a Business Combination. In accordance with FASB ASC 480, redemption provisions not solely within
the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which
involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB
ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem
its Public Shares in an amount that would cause its net tangible assets (i.e., total assets less intangible assets and liabilities)
to be less than $5,000,001 upon the closing of a Business Combination.
While
redemptions cannot cause the Company’s net tangible assets to fall below $5,000,000, all shares of Class A common stock
sold in the Initial Public Offering are redeemable and will be classified as temporary equity on the Company’s
balance sheet until such time as a redemption event takes place. The value of Class A common stock that may be redeemed will be
equal to $10.15 per share (which is the assumed redemption price) multiplied by 20,700,000 shares of Class A common stock.
Derivative
Warrant Liabilities
The Company accounts for warrants
as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and in accordance
with FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging”
(“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet
the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under
ASC 815, including whether the warrants are indexed to the Company’s own shares, among other conditions for equity classification.
This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent
quarterly period end date while the warrants are outstanding.
For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded
as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the
criteria for equity classification, the warrants are required to be recorded at their initial fair value of the date of issuance,
and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain
or loss on the statements of operations. Costs associated with issuing the warrants classified as derivative liabilities are charged
to operations when the warrants are issued.
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 Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses
on this account, and management believes the Company is not exposed to significant risks on such account.
Use
of Estimates
The
preparation of financial statements in conformity with GAAP requires the Company’s 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.
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. Accordingly, the actual
results could differ significantly from those estimates.
Recent
Accounting Pronouncements
In August 2020, the FASB issued
ASU 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts
in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”
(“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that
require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope
exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces
additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.
ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible
instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal
years, with early adoption permitted. The Company is currently evaluating the impact the pronouncement will have on the unaudited condensed
financial statements.
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.
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic on the industry
and has concluded that while it is reasonably possible that the virus 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 the unaudited
condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the
outcome of these uncertainties.
In February 2022, a military
conflict started between Russia and Ukraine. The ongoing military conflict have provoked strong reactions from the United States, the
UK, the European Union and various other countries around the world, including the imposition of broad financial and economic sanctions
against Russia. Further, the precise effects of the ongoing military conflict and these sanctions on the global economies remain uncertain
as of the date of these unaudited condensed financial statements. The specific impact on the Company’s financial condition, results
of operations and cash flows is also not determinable as of the date of these unaudited condensed financial statements.
NOTE
3 — INITIAL PUBLIC OFFERING
On
October 8, 2021, the Company consummated the Public Offering of 20,700,000 Units, which includes the full exercise by the underwriter
of its option to purchase an additional 2,700,000 Units, at a price of $10.00 per unit (the “Units”). Each Unit consists
of one share of the Company’s Class A common stock, $0.0001 par value and three-fourths of one redeemable warrant (“Public
Warrant”). Each whole Warrant offered in the Initial Public Offering is exercisable to purchase one share of Class A
common stock at $11.50 per share, subject to adjustment (see Note 6).
Simultaneously
with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of Private Placement Warrants for
an aggregate purchase price of $. Each Private Placement Warrant is exercisable to purchase one share of Class A
common stock at a price of $ per share.
NOTE
4 — RELATED PARTY TRANSACTIONS
Founder
Shares
On
October 21, 2020, the Sponsor paid an aggregate of $25,000,
or approximately $0.004 per share, to cover certain of the Company’s offering costs in consideration of 5,750,000
shares of Class B common stock, par value $0.0001.
On August 30, 2021, the Sponsor forfeited 1,437,500
of these shares, for no consideration, such that there were 4,312,500
shares of Class B common stock outstanding. On October 5, 2021, the Company effected a stock dividend of 0.2 of a founder share for
each outstanding founder share, which resulted in the Sponsor holding an aggregate of 5,175,000
Founder Shares. The Founder Shares included an aggregate of up to 675,000
shares subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full or in part,
so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial
Public Offering. As a result of the underwriter’s election to exercise fully its over-allotment option, 675,000
Founder Shares were no longer subject to forfeiture. All share and per-share amounts have been retroactively restated to reflect the
stock dividend. On October 5, 2021, the Sponsor transferred 150,000
Founder Shares to its independent directors.
The Sponsor has agreed, subject
to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) one year after
the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of
the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination,
or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results
in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Promissory
Note—Related Party
On
October 31, 2020, the Sponsor agreed to loan the Company an aggregate of up to $ to cover expenses related to the Initial
Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing
and payable, as amended, on the earlier of December 31, 2021 or the completion of the Initial Public Offering. On October 15,
2021, the Company repaid the balance in full to the Sponsor. Because the balance of the Promissory Note has been repaid, it is
no longer available to the Company.
Administrative
Support Agreement
Commencing
on the effective date of the Initial Public Offering, on October 5, 2021, the Company agreed to pay the Sponsor a total of $10,000
per month for office space, and administrative support services. Upon completion of an initial Business Combination or the
Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended June 30, 2022, the Company
incurred $ of these fees which are included in general and administrative expenses – related party on the unaudited
condensed statements of operations. For the six months ended June 30, 2022, the Company incurred $
of these fees which are included in general and administrative expenses – related party on the unaudited condensed statements
of operations. Additionally, the Company prepaid $60,000
of these fees which are included in prepaid expenses on the accompanying unaudited condensed balance sheet as of June 30,
2022.
Related
Party Loans
In
order to finance transaction costs in connection with a Business Combination, the Sponsor, or the Company’s officers and
directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the
Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account
released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held
outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay
the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined
and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation
of a Business Combination, without interest, or, at the lender’s discretion, 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. The warrants would be identical
to the Private Placement Warrants. As of June 30, 2022 and December 31, 2021, there were no working capital loans outstanding.
NOTE
5 — COMMITMENTS AND CONTINGENCIES
Registration
Rights
The
holders of the Founder Shares, Private Placement Warrants, warrants and representative shares that may be issued upon conversion
of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants
and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration
rights agreement signed on the effective date of Initial Public Offering. The holders of these securities will be 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 subsequent to the completion
of a Business Combination. However, the registration 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 lockup period. The Company will
bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting
Agreement
The
Company granted the underwriter a 45-day option from the date of Initial Public Offering to purchase up to 2,700,000 additional
Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.
At October 8, 2021, the underwriter exercised such option in full.
The
underwriter was entitled to an underwriting discount of $0.125 per Unit, or $2,156,250 in the aggregate of the gross proceeds
of the Initial Public Offering. In addition, the underwriter is entitled to a deferred fee of $0.35 per Unit, or $6,037,500 in
the aggregate; provided that up to 0.875% of the gross proceeds or $1,509,375 in the aggregate may be paid to third parties not
participating in the offering (but who are members of the Financial Industry Regulatory Authority (“FINRA”) or regulated
broker-dealers) that assist the underwriter in consummating the initial Business Combination. The deferred fee will be waived
by the underwriter in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting
agreement.
In
addition, the Company issued to the underwriter 155,250
non-redeemable shares of Class A common stock
upon closing of the Initial Public Offering, at a price of $0.0001
(the “Representative Shares”). These
shares were fair valued at $1,120,507 at
the Initial Public Offering using Black-Scholes option pricing model utilizing Level 3 inputs. The holder of the Representative
Shares has agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of the
Company’s initial Business Combination. In addition, the holder of the Representative Shares has agreed (i) to waive its conversion
rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the Company’s
initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust account with respect to such shares
if the Company fails to complete its initial Business Combination within the required time period. The Representative Shares have been
deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness
of the registration statement.
NOTE
6 – WARRANTS
Public Warrants may only be exercised
for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The
Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months
from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination
or earlier upon redemption or liquidation. As of June 30, 2022 and December 31, 2021, 15,525,000 Public Warrants and 8,100,000 Private
Warrants, respectively, were outstanding.
The Company will not be obligated
to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant
exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the
warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect
to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated
to issue shares of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such
warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered
holder of the warrants.
The Company has agreed that as
soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its
commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares
of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause
the same to become effective within 60 business days following the closing of the initial business combination and to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance
with the provisions of the warrant agreement. If a registration statement covering the issuance of the shares of Class A common stock
issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant
holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to
maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9)
of the Securities Act or another exemption. In addition, if the Class A common stock are at the time of any exercise of a warrant
not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1)
of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on
a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do
so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register
or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption of warrants when
the price per share of Class A common stock equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company
may redeem the Public Warrants (except with respect to the Private Placement Warrants):
|
● |
in whole and not in part; |
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at a price of $0.01 per warrant; |
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upon not less than 30 days prior written notice of redemption to each warrant holder; and |
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if, and only if, the reported last sale price of the shares of the Company’s Class A common stock for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). |
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 share of Class A common stock equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company
may redeem the Public Warrants:
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● |
in whole and not in part; |
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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 based on the redemption date and the fair market value of the Class A common stock; |
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if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and |
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if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
If and when the Public 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.
If the Company calls the Public
Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on
a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common
stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization,
reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A
common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants.
If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in
the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution
from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire
worthless.
In addition, if (x) the
Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with
the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common (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 Sponsor or its affiliates, without taking into account any Founder Shares held by the 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 a Business Combination on the
date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the
Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company
consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public
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, 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.
The Private Placement Warrants
are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement
Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable
or salable until the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement
Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted
transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees,
the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
NOTE
7 – CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION
The
Company’s Class A common stock sold during the Initial Public Offering features certain redemption rights that are considered
to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000
shares of Class A common stock with a par value of $0.0001
per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of June 30, 2022 and
December 31, 2021, there were 20,855,250
shares of Class A common stock outstanding, of which 20,700,000
shares are subject to possible redemption and are classified outside of stockholders’ deficit in the unaudited condensed
balance sheets.
The
Class A common stock subject to possible redemption reflected on the unaudited condensed balance sheets is reconciled on the
following table:
Schedule of reconciled of balance sheet | |
| | |
Gross proceeds from Initial Public Offering | |
$ | 207,000,000 | |
Less: | |
| | |
Fair value of Public Warrants at issuance | |
| (9,159,750 | ) |
Offering costs allocated to Class A common stock subject to possible redemption | |
| (11,168,880 | ) |
Plus: | |
| | |
Accretion on Class A common stock subject to possible redemption amount | |
| 23,433,630 | |
Class A common stock subject to possible redemption | |
$ | 210,105,000 | |
NOTE
8 — STOCKHOLDERS’ DEFICIT
Preferred
Stock — The Company was authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per
share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s
board of directors. At June 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.
Class A
Common Stock — The Company was authorized to issue 100,000,000 shares of Class A common stock with a par value
of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At June 30, 2022 and December
31, 2021, there were 20,855,250 shares of Class A common stock issued and outstanding, of which 20,700,000 shares are subject
to redemption.
Class B
Common Stock — The Company was authorized to issue 10,000,000 shares of Class B common stock with a par value
of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At June 30, 2022 and December
31, 2021, there were 5,175,000 shares of Class B common stock issued and outstanding.
Holders
of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination.
Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted
to a vote of stockholders except as required by law.
The
shares of Class B common stock will automatically convert into shares of Class A common stock on the first business
day following the completion of a Business Combination at a ratio such that the number of shares of Class A common stock
issuable upon conversion of all Founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the
total number of shares of the Company’s common stock issued and outstanding upon completion of Initial Public Offering,
plus (ii) the sum of (a) all shares of the Company’s common stock issued or deemed issued or issuable upon conversion
or exercise of any equity-linked securities or deemed issued by the Company in connection with or in relation to the completion
of a Business Combination, excluding (1) any shares of Class A common stock or equity-linked securities exercisable
for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and
any (2) Private Placement Warrants issued to the Sponsor or any of its affiliates upon conversion of Working Capital Loans
minus (b) the number of Public Shares redeemed by public stockholders in connection with a Business Combination.
NOTE
9 – FAIR VALUE MEASUREMENTS
The
Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value
at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
The
fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company
would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an
orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets
and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and
to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).
The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable
inputs used in order to value the assets and liabilities:
Level
1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market
in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on
an ongoing basis.
Level
2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar
assets or liabilities and quoted prices for identical assets or liabilities in markets that are active.
Level
3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing
the asset or liability.
The
following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring
basis as of June 30, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation techniques that the Company
utilized to determine such fair value.
Schedule of Fair value hierarchy of the valuation inputs the Company | |
| | | |
| | | |
| | |
| |
Fair Value Measured as of June 30, 2022 |
Description | |
Quoted Prices in Active Markets (Level 1) | |
Significant Other Observable Inputs (Level 2) | |
Significant Other Unobservable Inputs (Level 3) |
Assets: | |
| | | |
| | | |
| | |
Investments held in Trust Account | |
$ | 210,413,963 | | |
$ | — | | |
$ | — | |
| |
| | | |
| | | |
| | |
Liabilities: | |
| | | |
| | | |
| | |
Private Placement Warrants | |
$ | — | | |
$ | 733,050 | | |
$ | — | |
Public Warrants | |
$ | 1,405,013 | | |
$ | — | | |
$ | — | |
| |
| | | |
| | | |
| | |
| |
Fair Value Measured as of December 31, 2021 |
Description | |
Quoted Prices in Active Markets (Level 1) | |
Significant Other Observable Inputs (Level 2) | |
Significant Other Unobservable Inputs (Level 3) |
Assets: | |
| | | |
| | | |
| | |
Investments held in Trust Account | |
$ | 210,109,087 | | |
$ | — | | |
$ | — | |
| |
| | | |
| | | |
| | |
Liabilities: | |
| | | |
| | | |
| | |
Private Placement Warrants | |
$ | — | | |
$ | 3,159,000 | | |
$ | — | |
Public Warrants | |
$ | 6,054,750 | | |
$ | — | | |
$ | — | |
Transfers
to/from Levels 1, 2, and 3 are recognized at the end of each reporting period.
Initial
Measurement
The
Company established the initial fair value for the warrants on October 8, 2021, the date of the Company’s Initial Public
Offering, using a market-based approach for the Private Placement Warrants and the Public Warrants. The Company allocated the
proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and three-fourth of
one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first
to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A
common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B
common stock (permanent equity) based on their relative fair values at the initial measurement date. The Warrants were classified
as Level 3 at the initial measurement date due to the use of unobservable inputs. On October 8, 2021, the Private Placement
Warrants and Public Warrants were determined to have aggregate values of $4.78 million and $9.16 million, respectively.
Subsequent
Measurement
The
Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of June 30, 2022
and December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under
the ticker AVACW. As the transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted
transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company
determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant, with an insignificant
adjustment for short-term marketability restrictions. As such, the Private Placement Warrants are classified as Level 2.
As of June 30, 2022, the aggregate values of the Private Placement Warrants and Public Warrants were $1.4 million and $733,000,
respectively. As of December 31, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were $3.16 million
and $6.05 million, respectively.
NOTE
10 — SUBSEQUENT EVENTS
The
Company evaluated subsequent events and transactions that occurred after the balance sheet date through July 29, 2022, the date
that the unaudited condensed financial statements were issued. The Company did not identify any subsequent events that would have
required adjustment or disclosure in the unaudited condensed financial statements.