Financial Performance - For the three months ended September 30, 2022, the net income was $199,020, compared to a net loss of $32,814 for the same period in 2021[55]. - The net loss for the nine months ended September 30, 2022, was $90,903, an increase from a net loss of $69,473 in the same period in 2021[56]. - Basic and diluted net income per share for the three months ended September 30, 2022, was $0.17, while for the same period in 2021, it was a loss of $0.42[56]. - The Company recorded a net loss including accretion of carrying value to redemption value of $(3,056,550) for the three months ended September 30, 2022, compared to $(235,262) for the same period in 2021[55]. Shareholder Information - The weighted-average shares outstanding for the three months ended September 30, 2022, was 5,515,844, compared to 1,727,000 for the same period in 2021[56]. - As of September 30, 2022, the Company had 3,356,406 ordinary shares subject to possible redemption, down from 5,750,000 as of December 31, 2021[84]. - The Company raised gross proceeds of $57,500,000 from the issuance of 5,750,000 Public Units during its Initial Public Offering on September 23, 2021[74]. - The Company completed a private placement of 255,000 Private Units simultaneously with the IPO, generating total proceeds of $2,550,000[67]. Financial Position - As of September 30, 2022, the Company held $34,168,237 in U.S. Treasury Bills in its Trust Account, down from $58,076,283 as of December 31, 2021[60]. - The Company has a temporary advance of $120,000 from a related party as of September 30, 2022, up from $30,450 as of December 31, 2021[72]. - The Company incurred $30,000 in administrative service expenses for the three months ended September 30, 2022, compared to $0 for the same period in 2021[73]. - The Company allocated $2,284,236 of offering costs to Public Shares and $432,787 to Public Warrants and Public Rights[65]. Redemption and Business Combination - The Company’s ordinary shares subject to possible redemption are classified as temporary equity, with a carrying value adjustment recognized over an expected 12-month period leading up to a Business Combination[49]. - The Public Warrants will become exercisable on the later of the completion of a Business Combination or 12 months from the IPO closing[78]. - On September 21, 2022, the Company redeemed 2,393,594 shares at approximately $10.12 per share, totaling $24,223,171[83]. - The Company will cease operations and redeem 100% of outstanding Public Shares if it fails to complete a Business Combination within the Combination Period[85]. Regulatory and Risk Factors - The Company is classified as an "emerging growth company" and has elected not to opt out of the extended transition period for new or revised financial accounting standards[39]. - As of September 30, 2022, the Company had no unrecognized tax benefits and no amounts accrued for interest and penalties[52]. - The Company is currently evaluating the impact of the COVID-19 pandemic, which may negatively affect its future financial position and operations, although no significant impact has been observed as of the financial statement date[85]. - The financial statements do not include adjustments for potential future outcomes related to the uncertainties mentioned, which could affect the Company's financial results[85]. - The Company is not required to provide detailed market risk disclosures as it qualifies as a smaller reporting company[112]. Insider Rights - Holders of insider shares and Private Units have registration rights, allowing them to demand registration of their securities under specific conditions[86].
HHG Capital (HHGC) - 2022 Q3 - Quarterly Report