0001410578-22-002649 | 10-Q | XBRL Viewer | Chavant Capital Acquisition Corp

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2022	Aug. 16, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Entity Registrant Name	Chavant Capital Acquisition Corp.
Entity Incorporation, State or Country Code	E9
Entity File Number	001-40621
Entity Tax Identification Number	98-1591717
Entity Address, Address Line One	445 Park Avenue, 9th Floor
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	745-1086
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		2,953,033
Entity Central Index Key	0001855467
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false
Units, each consisting of one ordinary share, par value $0.0001 per share, and three-quarters of one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one ordinary share, par value $0.0001 per share, and three-quarters of one redeemable warrant
Trading Symbol	CLAYU
Security Exchange Name	NASDAQ
Ordinary shares, par value $0.0001 per share
Document Information [Line Items]
Title of 12(b) Security	Ordinary shares, par value $0.0001 per share
Trading Symbol	CLAY
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable for one ordinary share, each at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	CLAYW
Security Exchange Name	NASDAQ

UNAUDITED CONDENSED BALANCE SHEETS - USD ($)

Jun. 30, 2022

Dec. 31, 2021

Current assets:

Cash

$ 131,568

$ 240,706

Prepaid expenses

43,454

432,591

Total Current Assets

175,022

673,297

Investment held in trust account

80,041,000

80,002,777

TOTAL ASSETS

80,216,022

80,676,074

Current liabilities:

Warrant liability

255,000

1,667,262

Accrued expenses

232,068

69,002

Promissory note - due to sponsor

150,000

Total Liabilities

637,068

1,736,264

Commitments and Contingencies

Ordinary shares subject to possible redemption, $0.0001 par value; 200,000,000 shares authorized; 8,000,000 shares subject to possible redemption at redemption value of $10.00 per share

80,000,000

Shareholders' Deficit:

Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 2,000,000 shares issued and outstanding (1)

200

Additional paid-in capital

^[1]

Accumulated deficit

(421,276)

(1,060,420)

Total Shareholders' Deficit

(421,046)

(1,060,190)

TOTAL LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT

$ 80,216,022

$ 80,676,074

[1]	875,000 ordinary shares were surrendered to the Company for cancellation for no consideration, resulting in 2,000,000 ordinary shares outstanding. All share amounts and related information have been retroactively restated to reflect the share surrender (see Note 7)

UNAUDITED CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
UNAUDITED CONDENSED BALANCE SHEETS
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	200,000,000	200,000,000
Common shares, shares issued	2,000,000	2,000,000
Common shares, shares outstanding	2,000,000	2,000,000
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Temporary Equity, Shares Authorized	200,000,000	200,000,000
Temporary equity, shares outstanding	8,000,000	8,000,000
Purchase price, per unit	$ 10.00	$ 10.00
Shares surrendered to company for cancellation	875,000	875,000

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended			6 Months Ended
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022
General and administrative expense	$ 396,465	$ 47,987	$ 46,205	$ 751,341
Administrative expense-related party	30,000			60,000
Loss from operations	(426,465)	(47,987)	(46,205)	(811,341)
Other income:
Gain from change in fair value of warrant liability	425,000			1,412,262
Interest earned on marketable securities held in trust account	36,250			38,223
Total other income	461,250			1,450,485
Income (Loss) before income taxes	34,785	(47,987)	(46,205)	639,144
Income tax expense				0
Net Income (Loss)	34,785	$ (47,987)	$ (46,205)	639,144
Ordinary shares subject to redemption
Other income:
Net Income (Loss)	$ 34,785			$ 639,144
Weighted average ordinary shares outstanding, basic	8,000,000			8,000,000
Weighted average ordinary shares outstanding, diluted	8,000,000			8,000,000
Basic net (loss) income per ordinary share	$ 0.00			$ 0.06
Diluted net (loss) income per ordinary share	$ 0.00			$ 0.06
Non-redeemable ordinary share
Other income:
Weighted average ordinary shares outstanding, basic	2,000,000	2,000,000	2,000,000	2,000,000
Weighted average ordinary shares outstanding, diluted	2,000,000	2,000,000	2,000,000	2,000,000
Basic net (loss) income per ordinary share	$ 0.00	$ (0.02)	$ (0.02)	$ 0.06
Diluted net (loss) income per ordinary share	$ 0.00	$ (0.02)	$ (0.02)	$ 0.06

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Ordinary Shares Subject To Possible Redemption	Ordinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning, Shares subject to possible redemption at Dec. 31, 2021	$ 80,000,000				$ 80,000,000
Balance at the beginning, Shares subject to possible redemption (in shares) at Dec. 31, 2021	8,000,000				8,000,000
Balance at the beginning at Dec. 31, 2021		$ 200	$ 30	$ (1,060,420)	$ (1,060,190)
Balance at the beginning (in shares) at Dec. 31, 2021		2,000,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (loss)				604,359	604,359
Balance at the end, Shares subject to possible redemption at Mar. 31, 2022	$ 80,000,000
Balance at the end, Shares subject to possible redemption (in shares) at Mar. 31, 2022	8,000,000
Balance at the end at Mar. 31, 2022		$ 200	30	(456,061)	(455,831)
Balance at the end (in shares) at Mar. 31, 2022		2,000,000
Balance at the beginning, Shares subject to possible redemption at Dec. 31, 2021	$ 80,000,000				$ 80,000,000
Balance at the beginning, Shares subject to possible redemption (in shares) at Dec. 31, 2021	8,000,000				8,000,000
Balance at the beginning at Dec. 31, 2021		$ 200	30	(1,060,420)	$ (1,060,190)
Balance at the beginning (in shares) at Dec. 31, 2021		2,000,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (loss)					639,144
Balance at the end, Shares subject to possible redemption at Jun. 30, 2022	$ 80,000,000				$ 80,000,000
Balance at the end, Shares subject to possible redemption (in shares) at Jun. 30, 2022	8,000,000				8,000,000
Balance at the end at Jun. 30, 2022		$ 200	30	(421,276)	$ (421,046)
Balance at the end (in shares) at Jun. 30, 2022		2,000,000
Balance at the beginning, Shares subject to possible redemption at Mar. 31, 2022	$ 80,000,000
Balance at the beginning, Shares subject to possible redemption (in shares) at Mar. 31, 2022	8,000,000
Balance at the beginning at Mar. 31, 2022		$ 200	30	(456,061)	(455,831)
Balance at the beginning (in shares) at Mar. 31, 2022		2,000,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (loss)				34,785	34,785
Balance at the end, Shares subject to possible redemption at Jun. 30, 2022	$ 80,000,000				$ 80,000,000
Balance at the end, Shares subject to possible redemption (in shares) at Jun. 30, 2022	8,000,000				8,000,000
Balance at the end at Jun. 30, 2022		$ 200	$ 30	$ (421,276)	$ (421,046)
Balance at the end (in shares) at Jun. 30, 2022		2,000,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

UNAUDITED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended
UNAUDITED STATEMENT OF CASH FLOWS - USD ($)	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022
Cash Flows used in Operating Activities:
Net Income (Loss)		$ (47,987)	$ 639,144
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in trust account	$ (36,250)		(38,223)
Change in fair value of warrant liabilities	(425,000)		(1,412,262)
Changes in operating assets and liabilities:
Prepaid expenses		(22,401)	389,137
Accrued expenses			163,066
Net cash used in operating activities		(70,388)	(259,138)
Net cash from Financing Activities:
Proceeds from issuance of ordinary shares to Sponsor		25,000
Proceeds from promissory note - due to sponsor		129,602	150,000
Payment of offering costs		(60,996)
Net cash from financing activities		93,606	150,000
Net Change in Cash		23,218	(109,138)
Cash - Beginning of period			240,706
Cash - End of period	$ 131,568	$ 23,218	$ 131,568

Organization and Business Operations

6 Months Ended

Jun. 30, 2022

Organization and Business Operations

Organization and Business Operations

Note 1 — Organization and Business Operations

Organization and General

Chavant Capital Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on March 19, 2021. The Company was formed for the purpose of effectuating a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

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 through June 30, 2022 relates to the Company’s formation and its Initial Public Offering (“IPO”) 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 a Business Combination. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

Financing

The Company’s sponsor is Chavant Capital Partners LLC, a Delaware limited liability company (the “Sponsor”). The registration statement pursuant to which the Company registered its securities offered in the IPO was declared effective on July 19, 2021. On April 7, 2021, the Sponsor purchased an aggregate of 2,875,000 ordinary shares (the “Founder Shares”) for a purchase price of $25,000, or approximately $0.009 per share. On June 25, 2021, the Sponsor sold an aggregate of 422,581 of such Founder Shares to the underwriters for a purchase price of $3,675.

On July 22, 2021, the Company consummated its IPO of 8,000,000 units (each, a “Unit” and collectively, the “Units”), at $10.00 per Unit, generating gross proceeds of $80,000,000 and incurring offering costs of $2,058,249. The Company granted the underwriters a 45-day option to purchase up to an additional 1,200,000 Units at the IPO price to cover over-allotments, if any. On September 5, 2021, the over-allotment expired unexercised and an aggregate of 300,000 Founder Shares was forfeited, resulting in 2,000,000 Founder Shares remaining outstanding (See Note 7).

Simultaneously with the consummation of the closing of the IPO, the Company consummated the private placement of an aggregate of 3,400,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at an average price of $1.00 per Private Placement Warrant to the Sponsor and the underwriters, generating total gross proceeds of $3,400,000 (the “Private Placement”).

Trust Account

Following the closing of the IPO on July 22, 2021, an amount of $80,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the trust account (the “Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The funds may be invested only in U.S. government securities 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 which invest only in direct U.S. government treasury obligations.

On July 14, 2022, the Company held an Extraordinary General Meeting of shareholders and obtained shareholder approval of the extension of the date by which the Company must consummate an initial business combination from July 22, 2022 (which is 12 months from the closing of the IPO) to January 22, 2023 (the “Extended Date”) by amending the Company’s amended and restated memorandum and articles of association (the “Extension Amendment”). The Extension Amendment became effective upon approval of the Company’s shareholders.

The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination by the Extended Date or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; or (iii) absent an initial Business Combination within 12 months from the closing of the IPO, the return of the funds held in the Trust Account to the public shareholders as part of redemption of the public shares.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

Initial Business Combination

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of taxes payable) at the time of the signing of a definitive agreement to enter into an initial Business Combination. However, 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 1940, as amended (the “Investment Company Act”).

The Company will provide holders (the “Public Shareholders”) of its ordinary shares sold in the IPO (the “Public Shares”) 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 general meeting called to approve the 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 Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially anticipated to be $10.00 per Public Share). These Public Shares were classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, 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 a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, 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, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder 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. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction, whether they participate in or abstain from voting, or whether they were a shareholder on the record date for the general meeting held to approve the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s initial shareholders, Sponsor, officers and directors have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the IPO in favor of a Business Combination. The Company has adopted an insider trading policy which requires insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders, Sponsor, officers and directors have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder 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 ordinary shares sold in the IPO, without the prior consent of the Company.

The Company has entered into a letter agreement with its initial shareholders, Sponsor, officers and directors, pursuant to which the initial shareholders, Sponsor, officers and directors have agreed to not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify 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 Shareholders with the opportunity to redeem their ordinary shares in conjunction with any such amendment.

Liquidation

On July 14, 2022, the Company obtained shareholder approval to extend the date by which the Company must consummate an initial business combination from July 22, 2022 to the Extended Date.

If the Company is unable to complete a Business Combination by the Extended Date (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 (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and 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 remaining shareholders and the 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. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination Period.

The Company’s initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Company’s initial shareholders acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. 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 vendor 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. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO 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, except the 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 Capital Resources; Going Concern

The Company’s liquidity needs prior to the consummation of the IPO were satisfied through the proceeds of $25,000 from the sale of 2,000,000 Founder Shares (Note 5). Subsequent to the consummation of the IPO, the Company’s liquidity needs have been satisfied through the net proceeds from the Private Placement held outside of the Trust Account.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such 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 August 16, 2022, the Company has drawn down $172,000 under the Working Capital Loans (as defined in Note 5).

The Company anticipates that the cash held outside of the Trust Account in the amount of $131,568 as of June 30, 2022 will not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the initial Business Combination as discussed above. There is no assurance that the Company’s plans to consummate an initial Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X 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 the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three months ended June 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s annual report on Form 10-K filed with the SEC on March 31, 2022.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002.

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth 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 an 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement”, other than warrant liability (see Note 8), approximate the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature.

Use of Estimates

The preparation of financial statements in conformity with U.S. 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.

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.

Offering Costs associated with the IPO

Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are directly attributable to the IPO. Offering costs are allocated based on relative fair value to the ordinary shares subject to possible redemption and public warrants.

Cash and Cash Equivalents

As of June 30, 2022 and December 31, 2021, the Company had $131,568 and $240,706 in cash, respectively. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Investments Held in Trust Account

As of June 30, 2022, the assets held in the Trust Account were held in U.S. Treasury Securities. As of June 30, 2022 and December 31, 2021, the Company had $80,041,000 and $80,002,777 in investments held in the Trust Account, respectively.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts 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 these accounts.

Warrants

The Company accounts for warrants based on an assessment of specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, 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 reporting period while the warrants are outstanding. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the shareholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as derivative liability.

For issued 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 warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as non-cash gain or loss on the statements of operations.

The Company’s Public Warrants are accounted for as equity and Private Placement Warrants are accounted for as liabilities.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption (“Public Shares”) in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares subject to possible redemption feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2022, 8,000,000 ordinary shares subject to possible redemption is presented, at redemption value, as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On July 22, 2021, the Company recorded an accretion of $6,793,210, $5,371,731 of which was recorded in additional paid-in capital and $1,421,479 was recorded in accumulated deficit.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” The Company’s derivative instruments were recorded at fair value as of July 22, 2021, the closing date of the IPO, and will be re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the Private Placement Warrants are derivative instruments and the Public Warrants are equity (Note 7).

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements 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.

There were no unrecognized tax benefits as of June 30, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the three months ended June 30, 2022. 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.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Net Income (Loss) Per Share

The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. Net loss for the period from inception to IPO was allocated fully to the ordinary shares.

With respect to the accretion of ordinary shares subject to possible redemption and consistent with ASC Topic 480-10- S99-3A, the Company treated accretion in the same manner as a dividend, paid to the shareholder in the calculation of the net income (loss) per ordinary share.

Net income (loss) per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares forfeited. The Company has not considered the effect of the 9,400,000 ordinary shares issuable upon exercise of the Public Warrants and Private Placement Warrants in the calculation of diluted loss per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted loss per share is the same as basic loss per share for the period presented.

The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share.

As of June 30, 2022, the Company has 8,000,000 ordinary shares subject to possible redemption and 2,000,000 Founder Shares. For the three months ended June 30, 2022, earnings and losses are allocated pro rata, reflective of the respective participation rights, between the two classes of ordinary shares.

The net income (loss) per share (unaudited) presented in the statements of operations is based on the following:


	For the three months ended						For the three months ended			For the six months ended						For the three months ended
	June 30, 2022						June 30, 2021			June 30, 2022						June 30, 2021 (1)
Net income (loss)	$	34,785					$	(46,205)		$	639,144					$	(47,987)
	Public Shares			Founder Shares			Founder Shares			Public Shares			Founder Shares			Founder Shares
Basic and diluted net income per share:
Total number of shares		8,000,000			2,000,000			2,000,000			8,000,000			2,000,000			2,000,000
Ownership percentage		80	%		20	%		100	%		80	%		20	%		100	%

Numerator:
Allocation of net income (loss)	$	27,828		$	6,957		$	(46,205)		$	511,315		$	127,829		$	(47,987)

Denominator:
Weighted-average shares outstanding		8,000,000			2,000,000			2,000,000			8,000,000			2,000,000			2,000,000
Basic and diluted net (loss) income per share:	$	0.00		$	0.00		$	(0.02)		$	0.06		$	0.06		$	(0.02)

Note (1): No activity in the period from March 19, 2021 (inception) through March 31, 2021.

Risks and Uncertainties

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Management is currently evaluating 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 these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation commenced a military action with the country of Ukraine. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements.

Recent Accounting Pronouncements

The Company does not believe that there are any recently issued, but not yet effective, accounting pronouncements, which, if currently adopted, would have a material effect on the Company’s financial statements.

Shareholders' Deficit

6 Months Ended

Jun. 30, 2022

Shareholders' Deficit

Shareholders' Deficit

Note 7 — Shareholders’ Deficit

Preference Shares

The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. There currently are no preference shares issued or outstanding.

Ordinary Shares

The Company is authorized to issue 200,000,000 ordinary shares with a par value of $0.0001 per share. Prior to the consummation of the IPO, on April 7, 2021, the Sponsor purchased an aggregate of 2,875,000 ordinary shares. On July 19, 2021, the Company effected a cancellation of 575,000 Founder Shares, resulting in an aggregate of 2,300,000 Founder Shares outstanding. On September 5, 2021, the underwriters’ over-allotment option expired unexercised, resulting in the forfeiture of an additional 300,000 Founder and a total of 2,000,000 Founder Shares outstanding as of December 31, 2021 and June 30, 2022. All shares and associated amounts have been retroactively restated to reflect the share cancellation. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders.

As of June 30, 2022 and December 31, 2021, there were 8,000,000 ordinary shares issued in the IPO which are subject to possible redemption.

Warrants

The Company will not issue fractional warrants and only whole warrants will trade. The Public Warrants will become exercisable on 30 days after the completion of a Business Combination. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the Public Warrants is not effective within 120 days following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The warrants will expire five years from the closing of a Business Combination.

Once the warrants become exercisable, the Company may redeem the Public Warrants in whole and not in part;

●

at a price of $0.01 per warrant;

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at any time after the warrants become exercisable;

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upon not less than 30 days’ prior written notice of redemption to each warrant holder;

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if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like and for certain issuances of ordinary shares and equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination), for any 20 trading days within a 30-day trading period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and

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if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act.

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 ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of ordinary shares at a price below their respective exercise prices. 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 ordinary shares 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 ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (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 ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Price.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are 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.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Fair Value Measurements

6 Months Ended

Jun. 30, 2022

Fair Value Measurements

Fair Value Measurements

Note 8 — Fair Value Measurements

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Level 1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets.

Level 2 Inputs: Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs: Significant inputs into the valuation model are unobservable.

Transfers to/from Levels 1, 2 and 3 are recognized at the ending of the reporting period. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement as of June 30, 2022, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee 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. On March 31, 2022, a total of $680,000 warrant liabilities related to private placement warrants had been transferred from Level 3 to Level 2. Besides what had been disclosed above, there were no other transfers to/from Levels 1, 2 and 3 during the six months ended June 30, 2022 and the period from March 7, 2021 (inception) to December 31, 2021.

As of June 30, 2022, assets held in the Trust Account were comprised of $80,041,000 in money market funds which are invested primarily in U.S. Treasury Securities. As of December 31, 2021, assets held in the Trust Account were $80,002,777. Through August 16, 2022, the Company has not withdrawn any of interest earned on the Trust Account.

The following presents the Company’s fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021:


Description	Level	June 30, 2022		Level	December 31, 2021
Assets:
Investments held in trust account	1	$	80,041,000	1	$	80,002,777
Liabilities:
Warrant Liability	2	$	255,000	3	$	1,667,262

The Private Placement Warrants are considered to be a Level 2 fair value measurement and are valued the same as the Public Warrants which are traded on the market. The Private Warrants were considered a Level 3 fair value measurement prior to December 31, 2021,

using a Monte-Carlo simulation model. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and post-merger, expected term, dividend yield and risk-free interest rate). The Company estimates the volatility (10.50%) of its ordinary shares based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate (1.19%) is based on the U.S. Treasury rate matching the expected term of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The change in the fair value of the derivative warrant liabilities is summarized as follows:


Warrant liability fair value as of July 22, 2021 (inception)	$	—
Issuance of Private Warrants		2,788,000
Change in fair value of warrant liability		(1,120,738)
Warrant liability fair value as of December 31, 2021	$	1,667,262
Change in fair value of warrant liability		(987,262)
Warrant liability fair value as of March 31, 2022	$	680,000
Change in fair value of warrant liability		(425,000)
Warrant liability fair value as of June 30, 2022	$	255,000

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2022

Summary of Significant Accounting Policies

Basis of Presentation

Emerging Growth Company

Fair Value of Financial Instruments

Use of Estimates

Offering Costs associated with the IPO

Cash and Cash Equivalents

Investments Held in Trust Account

Concentration of Credit Risk

Warrants

The Company’s Public Warrants are accounted for as equity and Private Placement Warrants are accounted for as liabilities.

Ordinary Shares Subject to Possible Redemption

Derivative Financial Instruments

Income Taxes

Net Income (Loss) Per Share

The net income (loss) per share (unaudited) presented in the statements of operations is based on the following:


	For the three months ended						For the three months ended			For the six months ended						For the three months ended
	June 30, 2022						June 30, 2021			June 30, 2022						June 30, 2021 (1)
Net income (loss)	$	34,785					$	(46,205)		$	639,144					$	(47,987)
	Public Shares			Founder Shares			Founder Shares			Public Shares			Founder Shares			Founder Shares
Basic and diluted net income per share:
Total number of shares		8,000,000			2,000,000			2,000,000			8,000,000			2,000,000			2,000,000
Ownership percentage		80	%		20	%		100	%		80	%		20	%		100	%

Numerator:
Allocation of net income (loss)	$	27,828		$	6,957		$	(46,205)		$	511,315		$	127,829		$	(47,987)

Denominator:
Weighted-average shares outstanding		8,000,000			2,000,000			2,000,000			8,000,000			2,000,000			2,000,000
Basic and diluted net (loss) income per share:	$	0.00		$	0.00		$	(0.02)		$	0.06		$	0.06		$	(0.02)

Note (1): No activity in the period from March 19, 2021 (inception) through March 31, 2021.

Risks and Uncertainties

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2022

Summary of Significant Accounting Policies

Schedule of basic and diluted net income (loss) per common share


	For the three months ended						For the three months ended			For the six months ended						For the three months ended
	June 30, 2022						June 30, 2021			June 30, 2022						June 30, 2021 (1)
Net income (loss)	$	34,785					$	(46,205)		$	639,144					$	(47,987)
	Public Shares			Founder Shares			Founder Shares			Public Shares			Founder Shares			Founder Shares
Basic and diluted net income per share:
Total number of shares		8,000,000			2,000,000			2,000,000			8,000,000			2,000,000			2,000,000
Ownership percentage		80	%		20	%		100	%		80	%		20	%		100	%

Numerator:
Allocation of net income (loss)	$	27,828		$	6,957		$	(46,205)		$	511,315		$	127,829		$	(47,987)

Denominator:
Weighted-average shares outstanding		8,000,000			2,000,000			2,000,000			8,000,000			2,000,000			2,000,000
Basic and diluted net (loss) income per share:	$	0.00		$	0.00		$	(0.02)		$	0.06		$	0.06		$	(0.02)

Note (1): No activity in the period from March 19, 2021 (inception) through March 31, 2021.

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2022

Fair Value Measurements

Schedule of Company fair value hierarchy for assets and liabilities measured at fair value on a recurring basis


Description	Level	June 30, 2022		Level	December 31, 2021
Assets:
Investments held in trust account	1	$	80,041,000	1	$	80,002,777
Liabilities:
Warrant Liability	2	$	255,000	3	$	1,667,262

Schedule of change fair value of the derivative warrant liabilities, measured with Level 3


Warrant liability fair value as of July 22, 2021 (inception)	$	—
Issuance of Private Warrants		2,788,000
Change in fair value of warrant liability		(1,120,738)
Warrant liability fair value as of December 31, 2021	$	1,667,262
Change in fair value of warrant liability		(987,262)
Warrant liability fair value as of March 31, 2022	$	680,000
Change in fair value of warrant liability		(425,000)
Warrant liability fair value as of June 30, 2022	$	255,000

Organization and Business Operations (Details)								6 Months Ended
Organization and Business Operations (Details)	Aug. 16, 2022 USD ($)	Jul. 22, 2022 USD ($) $ / shares shares	Jul. 18, 2022 USD ($)	Sep. 05, 2021 shares	Jul. 22, 2021 USD ($) $ / shares shares	Jun. 25, 2021 USD ($) shares	Apr. 07, 2021 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 $ / shares
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit \| $ / shares								$ 10.00	$ 10.00
Price of warrant \| $ / shares								$ 1.00
Underwriting option period					45 days
Aggregate purchase price								$ 25,000
Number of shares issued \| shares								2,000,000
Condition for future business combination number of businesses minimum								1
Cash held outside of the trust account								$ 131,568
Loans Convertible Into Warrants								$ 1,500,000
Condition for future business combination use of proceeds percentage								80
Condition For Future Business Combination Threshold Percentage Ownership								50
Condition For Future Business Combination Threshold Net Tangible Assets								$ 5,000,001
Redeem price per share \| $ / shares								$ 10.00	$ 10.00
Redemption limit percentage without prior consent								15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)					100.00%			100.00%
Maturity period					185 days
Redemption period upon closure					12 months			10 days
Maximum Interest To Pay Dissolution Expenses								$ 100,000
Amount drawn down under working capital	$ 172,000							150,000
IPO
Subsidiary, Sale of Stock [Line Items]
Issuance of Public Shares and Public Warrants in initial public offering (in shares) \| shares					8,000,000
Purchase price, per unit \| $ / shares					$ 10.00
Proceeds from issuance initial public offering					$ 80,000,000			$ 2,800,000
Offering costs					$ 2,058,249
Redeem price per share \| $ / shares					$ 10.00
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares		3,400,000			3,400,000
Price of warrant \| $ / shares		$ 1.00			$ 1.00
Proceeds from sale of Private Placement Warrants		$ 3,400,000			$ 3,400,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Additional units purchased \| shares					1,200,000
Founder shares
Subsidiary, Sale of Stock [Line Items]
Number of shares issued \| shares				2,000,000				2,000,000
Founder shares \| Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Forfeiture of Founder Shares in connection with the expiration of overallotment option \| shares				300,000
Sponsor
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit \| $ / shares							$ 0.009
Aggregate purchase price							$ 25,000
Number of shares issued \| shares							2,875,000
Redeem price per share \| $ / shares							$ 0.009
Amount drawn down under working capital			$ 490,000
Representative Designee \| Founder shares
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price						$ 3,675
Number of shares issued \| shares						422,581

Summary of Significant Accounting Policies (Details) - USD ($)			6 Months Ended	12 Months Ended
	Sep. 05, 2021	Jul. 22, 2021	Jun. 30, 2022	Dec. 31, 2021
Cash			$ 131,568	$ 240,706
Investments held in the Trust Account			80,041,000	$ 80,002,777
Federal Depository Insurance Coverage			$ 250,000
Temporary equity, shares outstanding			8,000,000	8,000,000
Unrecognized tax benefits			$ 0
Unrecognized tax benefits accrued for interest and penalties			0
Provision for income taxes			$ 0
Anti-dilutive securities attributable to warrants (in shares)			9,400,000
Accretion value		$ 6,793,210
Stock Issued During Period, Shares, New Issues			2,000,000
Additional Paid-in Capital
Accretion value		5,371,731
Accumulated Deficit
Accretion value		$ 1,421,479
Founder shares
Stock Issued During Period, Shares, New Issues	2,000,000		2,000,000

Summary of Significant Accounting Policies - Net Income (Loss) Per Share (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021
Net Income (loss)	$ 34,785	$ 604,359	$ (47,987)	$ (46,205)	$ 639,144
Basic and diluted net income per share:
Total number of shares	2,000,000				2,000,000	2,000,000
Founder shares
Net Income (loss)	$ 34,785		$ (47,987)	$ (46,205)	$ 639,144
Basic and diluted net income per share:
Total number of shares	2,000,000		2,000,000	2,000,000	2,000,000
Ownership percentage	20.00%		100.00%	100.00%	20.00%
Numerator:
Allocation of net loss - inception to IPO date	$ 6,957		$ (47,987)	$ (46,205)	$ 127,829
Denominator:
Weighted average ordinary shares outstanding, basic	2,000,000		2,000,000	2,000,000	2,000,000
Weighted average ordinary shares outstanding, diluted	2,000,000		2,000,000	2,000,000	2,000,000
Basic net (loss) income per ordinary share	$ 0.00		$ (0.02)	$ (0.02)	$ 0.06
Diluted net (loss) income per ordinary share	$ 0.00		$ (0.02)	$ (0.02)	$ 0.06
Ordinary shares subject to redemption
Net Income (loss)	$ 34,785				$ 639,144
Basic and diluted net income per share:
Total number of shares	8,000,000				8,000,000
Ownership percentage	80.00%				80.00%
Numerator:
Allocation of net loss - inception to IPO date	$ 27,828				$ 511,315
Denominator:
Weighted average ordinary shares outstanding, basic	8,000,000				8,000,000
Weighted average ordinary shares outstanding, diluted	8,000,000				8,000,000
Basic net (loss) income per ordinary share	$ 0.00				$ 0.06
Diluted net (loss) income per ordinary share	$ 0.00				$ 0.06

Label	Element	Value
Issuance Of Ordinary Shares	clay_IssuanceOfOrdinaryShares	$ 25,000
Additional Paid-in Capital
Issuance Of Ordinary Shares	clay_IssuanceOfOrdinaryShares	24,800
Stockholders' Equity Attributable to Parent	us-gaap_StockholdersEquity	24,800
Ordinary Shares
Issuance Of Ordinary Shares	clay_IssuanceOfOrdinaryShares	200
Stockholders' Equity Attributable to Parent	us-gaap_StockholdersEquity	$ 200
Shares, Outstanding	us-gaap_SharesOutstanding	2,000,000
Issuance Of Ordinary Shares In Shares	clay_IssuanceOfOrdinarySharesInShares	2,000,000
Accumulated Deficit
Stockholders' Equity Attributable to Parent	us-gaap_StockholdersEquity	$ (47,987)
Net Income (Loss) Attributable to Parent	us-gaap_NetIncomeLoss	$ (47,987)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Related Party Transactions - Founder Shares (Details) - Founder shares - Sponsor - Class B Common Stock	Apr. 07, 2021 $ / shares
Related Party Transaction [Line Items]
Restrictions on transfer period of time after business combination completion	1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)	$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination	20 days
Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination Threshold Consecutive Trading Days	30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences	150 days

Related Party Transactions (Details) - USD ($)					6 Months Ended
Related Party Transactions (Details) - USD ($)	Aug. 16, 2022	Jul. 18, 2022	Jun. 20, 2022	Jul. 22, 2021	Jun. 30, 2022	Jun. 30, 2021	Apr. 07, 2021
Related Party Transaction [Line Items]
Loan conversion agreement warrant					$ 1,500,000
Price of warrant					$ 1.00
Amount drawn down under working capital	$ 172,000				$ 150,000
Additional amount drawn down under working capital	$ 22,000
Sponsor
Related Party Transaction [Line Items]
Aggregate Principal Amount		$ 490,000
Amount drawn down under working capital		490,000
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note							$ 200,000
Outstanding balance of related party note						$ 129,602
Repayment of promissory note - related party				$ 129,602
Loan conversion agreement warrant					$ 1,500,000
Price of warrant					$ 1.00
Promissory Note with Related Party \| Sponsor
Related Party Transaction [Line Items]
Aggregate Principal Amount		490,000	$ 360,000
Amount drawn down under working capital		$ 490,000	$ 360,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month					$ 10,000

Commitments and Contingencies (Details) - IPO - USD ($)		6 Months Ended
Commitments and Contingencies (Details) - IPO - USD ($)	Jul. 22, 2021	Jun. 30, 2022
Cash underwriting discount		2.00%
Aggregate underwriter cash discount		$ 1,600,000
Gross proceeds of the IPO		3.5
Value of gross proceeds from IPO	$ 80,000,000	$ 2,800,000

Shareholders' Deficit - Warrants (Details)	6 Months Ended
Shareholders' Deficit - Warrants (Details)	Jun. 30, 2022 $ / shares
Class of Warrant or Right [Line Items]
Warrants exercisable term from the completion of business combination	30 days
Public Warrants
Class of Warrant or Right [Line Items]
Percentage of gross proceeds on total equity proceeds	60.00%
Threshold period for filling registration statement after business combination	20 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18.00
Share Price	$ 9.20
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
Public Warrants expiration term	5 years
Period of time within which registration statement is expected to become effective	120 days
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold consecutive trading days for redemption of public warrants	20 days
Redemption period	30 days
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18.00
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180.00%

Fair Value Measurements - quantitative information regarding fair value measurement inputs for the Privat Placement Warrants (Details) - Private Placement Warrants	Jun. 30, 2022
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	10.50
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	1.19

Initial Public Offering (Details) - USD ($)		6 Months Ended
Initial Public Offering (Details) - USD ($)	Jul. 22, 2021	Jun. 30, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit		$ 10.00	$ 10.00
IPO
Subsidiary, Sale of Stock [Line Items]
Number of units sold	8,000,000
Purchase price, per unit	$ 10.00
Gross proceeds	$ 80,000,000	$ 2,800,000
Offering costs	2,058,249
Underwriting fees	1,600,000
Other offering costs	$ 458,249
IPO \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Number of warrants in a unit	0.75
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50

Private Placement (Details) - USD ($)	Jul. 22, 2022	Jul. 22, 2021	Jun. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Price of warrants			$ 1.00
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	3,400,000	3,400,000
Price of warrants	$ 1.00	$ 1.00
Aggregate purchase price	$ 3,400,000	$ 3,400,000
Number of shares per warrant		1
Exercise price of warrant		$ 11.50

Shareholders' Deficit - Common Stock Shares (Details)			6 Months Ended
Shareholders' Deficit - Common Stock Shares (Details)	Jul. 19, 2021 shares	Apr. 07, 2021 shares	Jun. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares	Sep. 05, 2021 shares
Class of Stock [Line Items]
Common shares, shares outstanding			2,000,000	2,000,000
Number of shares issued			2,000,000
Total number of shares			2,000,000	2,000,000
Common shares, shares authorized (in shares)			200,000,000	200,000,000
Common shares, par value (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote			1
Sponsor
Class of Stock [Line Items]
Number of shares cancellation	575,000
Common shares, shares outstanding	2,300,000		2,000,000	2,000,000
Number of shares issued		2,875,000
Total number of shares	2,300,000		2,000,000	2,000,000
IPO
Class of Stock [Line Items]
Ordinary shares issued			8,000,000	8,000,000
Over-allotment option \| Sponsor
Class of Stock [Line Items]
Shares subject to forfeiture					300,000

Fair Value Measurements-Company fair value hierarchy for assets and liabilities (Details) - USD ($)	Mar. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Assets:
Investment held in trust account		$ 80,041,000	$ 80,002,777
Assets held-in-trust			80,002,777
Liabilities:
Warrant liability		255,000	1,667,262
Private Placement Warrants
Assets:
Transferred from Level 3 to Level 2	$ 680,000
U.S. Treasury Securities
Assets:
Investment held in trust account		80,041,000
Level 1 \| Recurring
Assets:
Investment held in trust account		80,041,000	80,002,777
Level 2 \| Recurring
Liabilities:
Warrant liability		$ 255,000
Level 3 \| Recurring
Liabilities:
Warrant liability			$ 1,667,262

Subsequent Events (Details) - USD ($)				6 Months Ended
Subsequent Events (Details) - USD ($)	Aug. 16, 2022	Jul. 18, 2022	Jul. 14, 2022	Jun. 30, 2022
Subsequent Event [Line Items]
Amount drawn down under working capital	$ 172,000			$ 150,000
Sponsor
Subsequent Event [Line Items]
Aggregate Principal Amount		$ 490,000
Amount drawn down under working capital		$ 490,000
Subsequent Events
Subsequent Event [Line Items]
Number of shares redeemed			7,046,967
Payments for ordinary shares redeemed			$ 70,573,278