Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 28, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | SCVX CORP. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 227.4 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001794717 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39190 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 98-1518469 | ||
Entity Address, Address Line One | 1220 L St NW | ||
Entity Address, Address Line Two | Suite 100-397 | ||
Entity Address, State or Province | WA | ||
Entity Address, City or Town | DC | ||
Entity Address, Postal Zip Code | 20005 | ||
City Area Code | (202) | ||
Local Phone Number | 681-8461 | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum llp | ||
Auditor Location | New York | ||
Class A Ordinary Shares | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 3,792,013 | ||
Class B Ordinary Shares | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 5,750,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 145,565 | $ 917,238 |
Prepaid expenses | 36,405 | 61,423 |
Total current assets | 181,970 | 978,661 |
Investments held in Trust Account | 230,564,071 | 230,548,847 |
Total Assets | 230,746,041 | 231,527,508 |
Current liabilities: | ||
Accounts payable | 1,158,069 | 1,001,499 |
Accrued expenses | 1,610,938 | 6,000 |
Accrued expenses - related party | 240,000 | 120,000 |
Total current liabilities | 3,009,007 | 1,127,499 |
Deferred underwriting commissions | 8,050,000 | 8,050,000 |
Warrant liabilities | 6,220,000 | 31,298,000 |
Total Liabilities | 17,279,007 | 40,475,499 |
Commitments and Contingencies (Note 5) | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares issued and outstanding at $10.02 per share redemption value as of December 31, 2021 and 2020 | 230,564,071 | 230,548,847 |
Shareholders’ Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2021 and 2020 | ||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no non-redeemable shares issued or outstanding as of December 31, 2021 and 2020 | ||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding as of December 31, 2021 and 2020 | 575 | 575 |
Accumulated deficit | (17,097,612) | (39,497,413) |
Total shareholders’ deficit | (17,097,037) | (39,496,838) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ 230,746,041 | $ 231,527,508 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, subject to possible redemption per share (in Dollars per share) | $ 10.02 | $ 10.02 |
Ordinary shares subject to possible redemption, outstanding | 23,000,000 | 23,000,000 |
Ordinary shares, subject to possible redemption, issued | 23,000,000 | 23,000,000 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 |
Ordinary shares, non-redeemable shares issued | ||
Ordinary shares, non-redeemable shares outstanding | ||
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued | 5,750,000 | 5,750,000 |
Ordinary shares, shares outstanding | 5,750,000 | 5,750,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses | ||
General and administrative expenses | $ 2,629,546 | $ 2,852,440 |
Administrative fees - related party | 120,000 | 120,000 |
Loss from operations | (2,749,546) | (2,972,440) |
Change in fair value of warrant liabilities | 25,078,000 | (9,906,000) |
Offering costs associated with warrants issuance | (790,510) | |
Gain on termination of the proposed business combination | 71,347 | |
Net gain from investments held in Trust Account | 15,224 | 548,847 |
Net income (loss) | $ 22,415,025 | $ (13,120,103) |
Weighted average shares outstanding of Class A ordinary shares, basic and diluted (in Shares) | 23,000,000 | 21,303,279 |
Basic and diluted net income (loss) per Class A ordinary share (in Dollars per share) | $ 0.78 | $ (0.49) |
Weighted average shares outstanding of Class B ordinary shares, basic and diluted (in Shares) | 5,750,000 | 5,694,672 |
Basic and diluted net income (loss) per Class B ordinary share (in Dollars per share) | $ 0.78 | $ (0.49) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders’ Equity (Deficit) - USD ($) | Class AOrdinary Shares | Class BOrdinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 575 | $ 24,425 | $ (21,214) | $ 3,786 | |
Balance (in Shares) at Dec. 31, 2019 | 5,750,000 | ||||
Accretion on Class A ordinary shares subject to possible redemption amount | (24,425) | (26,356,096) | (26,380,521) | ||
Net income (loss) | (13,120,103) | (13,120,103) | |||
Balance at Dec. 31, 2020 | $ 575 | (39,497,413) | (39,496,838) | ||
Balance (in Shares) at Dec. 31, 2020 | 5,750,000 | ||||
Accretion on Class A ordinary shares subject to possible redemption amount | (15,224) | (15,224) | |||
Net income (loss) | 22,415,025 | 22,415,025 | |||
Balance at Dec. 31, 2021 | $ 575 | $ (17,097,612) | $ (17,097,037) | ||
Balance (in Shares) at Dec. 31, 2021 | 5,750,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 22,415,025 | $ (13,120,103) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
General and administrative expenses paid by related party included in note payable | 24,378 | |
Change in fair value of warrant liabilities | (25,078,000) | 9,906,000 |
Offering costs associated with warrants issuance | 790,510 | |
Share based compensation | 1,452,000 | |
Net gain from Investments held in Trust Account | (15,224) | (548,847) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 25,018 | (61,423) |
Accounts payable | 156,570 | 989,121 |
Accrued expenses | 1,604,938 | 1,000 |
Accrued expenses - related party | 120,000 | 120,000 |
Net cash used in operating activities | (771,673) | (447,364) |
Cash Flows from Investing Activities | ||
Cash deposited in Trust Account | (230,000,000) | |
Net cash used in investing activities | (230,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds received from initial public offering, gross | 230,000,000 | |
Proceeds from private placement | 6,600,000 | |
Offering costs paid | (5,121,355) | |
Repayment of note payable from related party | (139,043) | |
Net cash provided by financing activities | 231,339,602 | |
Net change in cash | (771,673) | 892,238 |
Cash - beginning of the period | 917,238 | 25,000 |
Cash - end of the period | 145,565 | 917,238 |
Supplemental disclosure of noncash investing and financing activities: | ||
Offering costs included in accrued expenses | 5,000 | |
Offering costs included in note payable | 4,600 | |
Deferred underwriting commissions in connection with the initial public offering | $ 8,050,000 |
Description of Organization, Bu
Description of Organization, Business Operations and Going Concern | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Organization, Business Operations and Going Concern | Note 1 - Description of Organization, Business Operations and Going Concern SCVX Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on November 15, 2019. 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 is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. On May 11, 2021, the Company incorporated a wholly-owned subsidiary, Bloom Merger Sub, Inc., A Delaware corporation (“Merger Sub”). As of December 31, 2021, the Company had not commenced any operations. All activity for the period from November 15, 2019 (inception) through December 31, 2021 relates to the Company’s formation and the Initial Public Offering (as defined below), and, since the closing of the Initial Public Offering, the search for and efforts toward completing an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments held in the trust account from the proceeds derived from the Initial Public Offering. The Company’s sponsor is SCVX USA LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective on January 23, 2020. On January 28, 2020, the Company consummated an initial public offering (the “Initial Public Offering”) of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), including the issuance of 3,000,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.3 million, inclusive of approximately $8.1 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,600,000 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $6.6 million, and incurring offering costs of approximately $21,000 (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $230.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and was invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. 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 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 must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the 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. The Company will provide its holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the Initial Public Offering, 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 shareholder meeting called to approve the Business Combination or (ii) 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 in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). 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 (the “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. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company 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 Chief Financial Officer (or his or her designee) prior to execution. In addition, the initial shareholders 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”)), is restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) 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 before July 28, 2022 (the “Combination Period”, see Note 10) or (b) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. On January 25, 2022, the Company held an Extraordinary General Meeting (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the shareholders approved to extend the date, from January 28, 2022 to July 28, 2022, by which the Company much either (a) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities or (b) (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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In connection with the vote to approve the extension proposal, the holders of 19,207,987 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.02 per share, for an aggregate redemption amount of approximately $192.5 million. As such, approximately 84% of the Class A ordinary shares were redeemed and approximately 16% of the Class A ordinary shares remain outstanding. After the satisfaction of such redemptions, the balance in our trust account will be approximately $38.0 million. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, 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. The underwriters have agreed to waive their rights to their deferred underwriting commission (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 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 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, 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. Termination of Proposed Business Combination On May 15, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Merger Sub, and Bright Machines, Inc., a Delaware corporation (“Bright Machines”). On December 11, 2021, the Company and Bright Machines entered into a Mutual Termination of Merger Agreement (the “Termination Agreement”) pursuant to which the parties agreed to mutually terminate the Merger Agreement. Pursuant to the Termination Agreement, Bright Machines agreed and paid the Company approximately $71,000, representing 50% of the fees and expenses incurred in connection with the preparation and filing of the registration statement. Going Concern As of December 31, 2021, the Company had approximately $146,000 in its operating bank account and a working capital deficit of approximately $2.8 million. Prior to the completion of the Initial Public Offering and Private Placement, the Company’s liquidity needs were satisfied through a capital contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, and a loan of approximately $139,000 from the Sponsor pursuant to a promissory note originally issued on November 19, 2019 (the “Note”). The Company fully repaid the Note to the Sponsor on January 28, 2020. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, 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 loans in order to finance transaction costs in connection with a Business Combination (the “Working Capital Loans”). To date, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” the Company 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 July 28, 2022. The consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 - Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Principles of Consolidation The consolidated financial statements of the Company include its wholly-owned subsidiary, Bloom Merger Sub, Inc. All inter-company accounts and transactions are eliminated in consolidation. 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 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, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder 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 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 consolidated 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. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 consolidated 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 from those estimates. 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 Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 as of December 31, 2021 and 2020 within the operating cash account. The entire balance of investments held in Trust Account as of December 31, 2021 and 2020 are comprised of cash equivalents. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements” equal or approximate the carrying amounts represented in the consolidated balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued shares purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its warrants issued in connection with its Initial Public Offering and Private Placement as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations. The fair value of warrants issued in connection with the Private Placement has been estimated using Monte-Carlo simulations at each balance sheet date. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation and subsequently been measured at each measurement date based on the market price of such warrants when separately listed and traded. Derivative warrant liabilities are classified as non-current liabilities as their liquidation will not be reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary 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) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, all outstanding Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated balance sheets. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A ordinary shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net Income (Loss) per Ordinary 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 ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the outstanding Public Warrants and the Private Placement Warrants to purchase an aggregate of 18,100,000 Class A ordinary shares 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 years ended December 31, 2021 and 2020. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the For the December 31, December 31, Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 17,932,020 $ 4,483,005 $ (10,352,682 ) $ (2,767,421 ) Denominator: Weighted average ordinary shares outstanding, basic and diluted 23,000,000 5,750,000 21,303,279 5,694,672 Basic and diluted net income (loss) per ordinary share $ 0.78 $ 0.78 $ (0.49 ) $ (0.49 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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. ASC 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. There were no unrecognized tax benefits as of December 31, 2021 and 2020. 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 years ended December 31, 2021 and 2020. 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 a Cayman Islands exempted company 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 periods presented. Share-Based Compensation The Company records non-cash compensation recognized as a result of the fair value of the Private Placement Warrants being in excess of the amount paid by the Sponsor, pursuant to FASB ASC Topic 718, “Share-based Compensation.” Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 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”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 - Initial Public Offering On January 28, 2020, the Company sold 23,000,000 Units, including the issuance of 3,000,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit in the Initial Public Offering. Each Unit consists of one Class A ordinary share, and one-half of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6). |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 - Related Party Transactions Founder Shares In November 2019, the Sponsor purchased 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”), for an aggregate price of $25,000. In December 2019, the Sponsor transferred an aggregate of 1,092,500 Founder Shares to members of the Company’s management team. The holders of the Founder Shares have agreed to forfeit up to an aggregate of 750,000 Founder Shares, on a pro rata basis, to the extent that the over-allotment option was not exercised in full by the underwriters. On January 28, 2020, the over-allotment option was exercised in full. Accordingly, no Founder Shares were forfeited. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (1) one year after the completion of the initial Business Combination and (2) the date on which the Company consummates a liquidation, merger, share exchange, reorganization, or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lock-up. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $6.6 million, and incurring offering costs of approximately $21,000. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. Certain proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On November 19, 2019, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses pursuant to the Note. This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $139,000 under the Note and fully repaid this amount on January 28, 2020. 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, loan the Company the 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. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. 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 $1.5 million of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021 and 2020, the Company had no borrowings under any Working Capital Loans. Administrative Support Agreement Commencing on the date that the Company’s securities were first listed on the New York Stock Exchange, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $120,000 in expenses in connection with such services during the years ended December 31, 2021 and 2020, as reflected in the accompanying consolidated statements of operations. As of December 31, 2021 and 2020, $240,000 and $120,000 in accrued expenses with related party were outstanding, respectively, as reflected in the accompanying consolidated balance sheets. |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 5 - Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised their over-allotment option on January 28, 2020. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, which was paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $8.1 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants Disclosure [Abstract] | |
Warrants | Note 6 - Warrants Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public 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; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s Class A ordinary shares 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 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, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial 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 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 the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the ordinary shares during the 20-trading day period starting on the trading day prior to the day on which the Company consummates the initial 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 higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial shareholders 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. The Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. 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. Additionally, in no event will the Company be required to net cash settle any warrants. If the Company is unable to complete the initial 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 respect to such warrants. Accordingly, the warrants may expire worthless. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 12 Months Ended |
Dec. 31, 2021 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | Note 7 - Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature 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 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021 and 2020, there were 23,000,000 Class A ordinary shares issued and subject to possible redemption. As of December 31, 2021, Class A ordinary shares reflected on the balance sheet is reconciled on the following table: As of Gross proceeds received from Initial Public Offering $ 230,000,000 Less: Fair value of Public Warrants at issuance (13,340,000 ) Offering costs allocated to Class A ordinary shares (12,491,674 ) Plus: Accretion on Class A ordinary shares to redemption value 26,395,745 Class A ordinary shares subject to possible redemption $ 230,564,071 As of December 31, 2020, Class A ordinary shares reflected on the balance sheet is reconciled on the following table: As of Gross proceeds received from Initial Public Offering $ 230,000,000 Less: Fair value of Public Warrants at issuance (13,340,000 ) Offering costs allocated to Class A ordinary shares (12,491,674 ) Plus: Accretion on Class A ordinary shares to redemption value 26,380,521 Class A ordinary shares subject to possible redemption $ 230,548,847 |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders’ Equity (Deficit) | Note 8 - Shareholders’ Equity (Deficit) Preferred Shares Class A Ordinary Shares Class B Ordinary Shares Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided, that, prior to the Company’s initial Business Combination, holders of the Class B ordinary shares will have the right to elect all of the Company’s directors and remove members of the board of directors for any reason, and holders of the Class A ordinary shares will not be entitled to vote on the election of directors during such time. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Initial Business Combination on a one-for-one basis, subject to adjustment for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 - Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account - money market fund $ 230,564,071 $ - $ - $ 230,564,071 Liabilities: Warrant liabilities - public warrants $ 3,910,000 $ - $ - $ 3,910,000 Warrant liabilities - private placement warrants $ - $ - $ 2,310,000 $ 2,310,000 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account - money market fund $ 230,548,847 $ - $ - $ 230,548,847 Liabilities: Warrant liabilities - public warrants $ 19,550,000 $ - $ - $ 19,550,000 Warrant liabilities - private placement warrants $ - $ - $ 11,748,000 $ 11,748,000 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels for the year ended December 31, 2021. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2020, when the Public Warrants were separately listed and traded. The fair value of warrants issued in connection with the Private Placement has been estimated using Monte-Carlo simulation at each balance sheet date. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation at each measurement date and subsequently been measured based on the market price when separately listed and traded. For the year ended December 31, 2021, the Company recognized income to the consolidated statements of operations resulting from a decrease in the fair value of warrant liabilities of approximately $25.1 million, presented as change in fair value of derivative warrant liabilities on the accompanying consolidated statements of operations. For the year ended December 31, 2020, the Company recognized loss to the consolidated statements of operations resulting from an increase in the fair value of liabilities of approximately $9.9 million presented as change in fair value of derivative warrant liabilities on the accompanying consolidated statements of operations. The change in the fair value of the Level 3 derivative warrant liabilities for the years ended December 31, 2021 and 2020 is summarized as follows: Warrant liabilities at January 1, 2020 $ - Issuance of public and private placement warrants 21,392,000 Public Warrants transfer to Level 1 (13,340,000 ) Change in fair value of warrant liabilibites 3,696,000 Warrant liabilities at December 31, 2020 11,748,000 Change in fair value of warrant liabilities (9,438,000 ) Warrant liabilities at December 31, 2021 $ 2,310,000 The estimated fair value of the derivative warrant liabilities is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs for warrant liabilities as their measurement dates: December 31, December 31, Exercise price $ 11.50 $ 11.50 Stock Price $ 9.99 $ 10.30 Term (in years) 5.33 5.58 Volatility 6.85 % 24.50 % Risk-free interest rate 1.28 % 0.44 % Dividend yield - - |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 - Subsequent Events On January 25, 2022, the Company held an Extraordinary General Meeting with its shareholders. where the shareholders approved a special resolution (the “Extension Proposal”) to extend the date, from January 28, 2022 to July 28, 2022, by which the Company must either (a) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities or (b) (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 all of the Company’s Class A ordinary shares; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining members and the Company’s board of directors, liquidate and dissolve, subject in the case of (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. In connection with the vote to approve the extension proposal, the holders of 19,207,987 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.02 per share, for an aggregate redemption amount of approximately $192.5 million. As such, approximately 84% of the Class A ordinary shares were redeemed and approximately 16% of the Class A ordinary shares remain outstanding. After the satisfaction of such redemptions, the balance in the Company’s Trust Account will be approximately $38.0 million. On February 23, 2022, the Company issued an unsecured promissory note (the “Note”) in the principal amount of $500,000 to SCVX USA LLC. The Note bears interest at a rate of 0.59% per annum and is repayable on the earlier to occur of (i) the closing of a business combination and (ii) July 28, 2022, which is the date by which the Company must either consummate a business combination or cease all operations except for the purpose of winding up. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements of the Company include its wholly-owned subsidiary, Bloom Merger Sub, Inc. All inter-company accounts and transactions are eliminated in consolidation. |
Emerging Growth Company | 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 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, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder 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 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 consolidated 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. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 consolidated 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 from those estimates. |
Concentration of Credit Risk | 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 Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | 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 as of December 31, 2021 and 2020 within the operating cash account. The entire balance of investments held in Trust Account as of December 31, 2021 and 2020 are comprised of cash equivalents. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements” equal or approximate the carrying amounts represented in the consolidated balance sheets. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued shares purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its warrants issued in connection with its Initial Public Offering and Private Placement as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations. The fair value of warrants issued in connection with the Private Placement has been estimated using Monte-Carlo simulations at each balance sheet date. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation and subsequently been measured at each measurement date based on the market price of such warrants when separately listed and traded. Derivative warrant liabilities are classified as non-current liabilities as their liquidation will not be reasonably expected to require the use of current assets or require the creation of current liabilities. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary 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) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, all outstanding Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated balance sheets. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A ordinary shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary 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 ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the outstanding Public Warrants and the Private Placement Warrants to purchase an aggregate of 18,100,000 Class A ordinary shares 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 years ended December 31, 2021 and 2020. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the For the December 31, December 31, Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 17,932,020 $ 4,483,005 $ (10,352,682 ) $ (2,767,421 ) Denominator: Weighted average ordinary shares outstanding, basic and diluted 23,000,000 5,750,000 21,303,279 5,694,672 Basic and diluted net income (loss) per ordinary share $ 0.78 $ 0.78 $ (0.49 ) $ (0.49 ) |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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. ASC 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. There were no unrecognized tax benefits as of December 31, 2021 and 2020. 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 years ended December 31, 2021 and 2020. 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 a Cayman Islands exempted company 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 periods presented. |
Share-Based Compensation | Share-Based Compensation The Company records non-cash compensation recognized as a result of the fair value of the Private Placement Warrants being in excess of the amount paid by the Sponsor, pursuant to FASB ASC Topic 718, “Share-based Compensation.” |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 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”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying consolidated financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net income (loss) per ordinary share | For the For the December 31, December 31, Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 17,932,020 $ 4,483,005 $ (10,352,682 ) $ (2,767,421 ) Denominator: Weighted average ordinary shares outstanding, basic and diluted 23,000,000 5,750,000 21,303,279 5,694,672 Basic and diluted net income (loss) per ordinary share $ 0.78 $ 0.78 $ (0.49 ) $ (0.49 ) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Class A Ordinary Shares Subject to Possible Redemption Table [Abstract] | |
Schedule of class A ordinary shares reflected on balance sheet | As of Gross proceeds received from Initial Public Offering $ 230,000,000 Less: Fair value of Public Warrants at issuance (13,340,000 ) Offering costs allocated to Class A ordinary shares (12,491,674 ) Plus: Accretion on Class A ordinary shares to redemption value 26,395,745 Class A ordinary shares subject to possible redemption $ 230,564,071 As of Gross proceeds received from Initial Public Offering $ 230,000,000 Less: Fair value of Public Warrants at issuance (13,340,000 ) Offering costs allocated to Class A ordinary shares (12,491,674 ) Plus: Accretion on Class A ordinary shares to redemption value 26,380,521 Class A ordinary shares subject to possible redemption $ 230,548,847 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account - money market fund $ 230,564,071 $ - $ - $ 230,564,071 Liabilities: Warrant liabilities - public warrants $ 3,910,000 $ - $ - $ 3,910,000 Warrant liabilities - private placement warrants $ - $ - $ 2,310,000 $ 2,310,000 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account - money market fund $ 230,548,847 $ - $ - $ 230,548,847 Liabilities: Warrant liabilities - public warrants $ 19,550,000 $ - $ - $ 19,550,000 Warrant liabilities - private placement warrants $ - $ - $ 11,748,000 $ 11,748,000 |
Schedule of change in the fair value of the level 3 derivative warrant liabilities | Warrant liabilities at January 1, 2020 $ - Issuance of public and private placement warrants 21,392,000 Public Warrants transfer to Level 1 (13,340,000 ) Change in fair value of warrant liabilibites 3,696,000 Warrant liabilities at December 31, 2020 11,748,000 Change in fair value of warrant liabilities (9,438,000 ) Warrant liabilities at December 31, 2021 $ 2,310,000 |
Schedule of level 3 fair value measurements inputs | December 31, December 31, Exercise price $ 11.50 $ 11.50 Stock Price $ 9.99 $ 10.30 Term (in years) 5.33 5.58 Volatility 6.85 % 24.50 % Risk-free interest rate 1.28 % 0.44 % Dividend yield - - |
Description of Organization, _2
Description of Organization, Business Operations and Going Concern (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 25, 2022 | Jan. 28, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||
Gross proceeds | $ 230,000,000 | |||
Incurring offering costs | $ 21,000 | |||
Description related to trust account | Upon the closing of the Initial Public Offering and the Private Placement, $230.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and was invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. | |||
Fair market value percentage | 80.00% | |||
Net tangible assets | $ 5,000,001 | |||
Redeeming shares percentage | 15.00% | |||
Public shares redeem percentage | 100.00% | |||
Description of business combination within combination period | At the Extraordinary General Meeting, the shareholders approved to extend the date, from January 28, 2022 to July 28, 2022, by which the Company much either (a) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities or (b) (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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | |||
Trust account | $ 230,564,071 | $ 230,548,847 | ||
Price per share (in Dollars per share) | $ 10 | |||
Fees and expenses | $ 71,000 | |||
Percentage of fees and expenses | 50.00% | |||
Cash in operating account | $ 146,000 | |||
Working capital deficit | 2,800,000 | |||
Capital contribution | 25,000 | |||
Short term borrowings | $ 139,000 | |||
Initial Public Offering [Member] | ||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||
Number of units issued in transaction (in Shares) | 23,000,000 | |||
Purchase price per share (in Dollars per share) | $ 10 | |||
Over-Allotment Option [Member] | ||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||
Number of units issued in transaction (in Shares) | 3,000,000 | |||
Share price (in Dollars per share) | $ 10 | |||
Gross proceeds | $ 230,000,000 | |||
Offering cost | 13,300,000 | |||
Deferred underwriting commissions | $ 8,100,000 | |||
Private Placement Warrant [Member] | ||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||
Number of units issued in transaction (in Shares) | 6,600,000 | |||
Share price (in Dollars per share) | $ 1 | $ 1 | ||
Number of warrants (in Shares) | 6,600,000 | |||
Proceeds from warrant | $ 6,600,000 | |||
Subsequent Event [Member] | ||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||
Redeeming shares percentage | 84.00% | |||
Redeem shares (in Shares) | 19,207,987 | |||
Redemption price, per share (in Dollars per share) | $ 10.02 | |||
Aggregate redemption amount | $ 192,500,000 | |||
Redeemed shares outstanding percentage | 16.00% | |||
Trust account | $ 38,000,000 | |||
Business Combination [Member] | ||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||
Percentage of outstanding voting securities | 50.00% | |||
Ordinary (in Dollars per share) | $ 0.0001 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Accounting Policies [Abstract] | |
Federal depository insurance coverage | $ | $ 250,000 |
Number of the warrants | shares | 18,100,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class A | ||
Numerator: | ||
Allocation of net income (loss) | $ 17,932,020 | $ (10,352,682) |
Denominator: | ||
Weighted average ordinary shares outstanding, basic and diluted | 23,000,000 | 21,303,279 |
Basic and diluted net income (loss) per ordinary share | $ 0.78 | $ (0.49) |
Class B | ||
Numerator: | ||
Allocation of net income (loss) | $ 4,483,005 | $ (2,767,421) |
Denominator: | ||
Weighted average ordinary shares outstanding, basic and diluted | 5,750,000 | 5,694,672 |
Basic and diluted net income (loss) per ordinary share | $ 0.78 | $ (0.49) |
Initial Public Offering (Detail
Initial Public Offering (Details) | 1 Months Ended |
Jan. 28, 2020$ / sharesshares | |
Initial Public Offering [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of units | shares | 23,000,000 |
Share price | $ / shares | $ 10 |
Over-Allotment Option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Issuance of units | shares | 3,000,000 |
Class A Ordinary Shares [Member] | Initial Public Offering [Member] | |
Initial Public Offering (Details) [Line Items] | |
Warrant per share | $ / shares | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 28, 2020 | Nov. 19, 2019 |
Related Party Transactions (Details) [Line Items] | ||||||
Ordinary shares equals or exceeds price per share (in Dollars per share) | $ 9.99 | $ 10.3 | ||||
Gross proceeds | $ 6,600,000 | |||||
Aggregate loan | $ 300,000 | |||||
Payables to related party | $ 139,000 | |||||
Working capital loans | 1,500,000 | |||||
Administrative and support services | 10,000 | |||||
Company incurred expenses | 120,000 | 120,000 | ||||
Accrued expenses | $ 240,000 | $ 120,000 | ||||
Private Placement Warrants [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Aggregate shares (in Shares) | 6,600,000 | |||||
Price per warrant (in Dollars per share) | $ 1 | $ 1 | ||||
Gross proceeds | $ 6,600,000 | |||||
Offering costs | $ 21,000 | |||||
Class B Ordinary Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Class A Ordinary Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Ordinary shares, par value (in Dollars per share) | 0.0001 | $ 0.0001 | ||||
Class A Ordinary Shares [Member] | Private Placement Warrants [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Share price (in Dollars per share) | 11.5 | |||||
Business Combination [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Ordinary shares, par value (in Dollars per share) | 0.0001 | |||||
Business combination entity price per warrant (in Dollars per share) | 1 | |||||
Founder Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | |||||
Aggregate price | $ 25,000 | |||||
Transferred an aggregate Shares (in Shares) | 1,092,500 | |||||
Forfeit an aggregate shares (in Shares) | 750,000 | |||||
Founder Shares [Member] | Class B Ordinary Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Stock issued (in Shares) | 5,750,000 | |||||
Founder Shares [Member] | Class A Ordinary Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Ordinary shares equals or exceeds price per share (in Dollars per share) | $ 12 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Commitments & Contingencies (Details) [Line Items] | |
Underwriting price per share | $ / shares | $ 0.35 |
Underwriting discount amount | $ | $ 8.1 |
Over-Allotment Option [Member] | |
Commitments & Contingencies (Details) [Line Items] | |
Purchase of additional unit | shares | 3,000,000 |
Initial Public Offering [Member] | |
Commitments & Contingencies (Details) [Line Items] | |
Underwriting price per share | $ / shares | $ 0.2 |
Underwriting discount amount | $ | $ 4.6 |
Warrants (Details)
Warrants (Details) | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Warrants (Details) [Line Items] | |
Expire term | 5 years |
Exercise price warrants percentage | 115.00% |
Redemption trigger price per share | $ 18 |
Market value and newly issued price percentage | 180.00% |
Warrant description | The Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ●if, and only if, the last reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
Founder Shares [Member] | |
Warrants (Details) [Line Items] | |
Total equity, percentage | 60.00% |
Business Combination [Member] | |
Warrants (Details) [Line Items] | |
Business combination effective issue price per share | $ 9.2 |
Business combination price per share | 1 |
Business Combination [Member] | Warrant [Member] | |
Warrants (Details) [Line Items] | |
Business combination price per share | $ 9.2 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) - Common Class A [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class A Ordinary Shares Subject to Possible Redemption (Line items) | ||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, subject to possible redemption | 23,000,000 | 23,000,000 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption (Details) - Schedule of class A ordinary shares reflected on the balance sheet - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of class A ordinary shares reflected on the balance sheet [Abstract] | ||
Gross proceeds received from Initial Public Offering | $ 230,000,000 | $ 230,000,000 |
Less: | ||
Fair value of Public Warrants at issuance | (13,340,000) | (13,340,000) |
Offering costs allocated to Class A ordinary shares | (12,491,674) | (12,491,674) |
Plus: | ||
Accretion on Class A ordinary shares to redemption value | 26,395,745 | 26,380,521 |
Class A ordinary shares subject to possible redemption | $ 230,564,071 | $ 230,548,847 |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Class A Ordinary Shares [Member] | ||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Outstanding ordinary shares, subject to possible redemption | 23,000,000 | |
Class B Ordinary Shares [Member] | ||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares outstanding | 5,750,000 | 5,750,000 |
Issued and outstanding percentage | 20.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Decrease in the fair value of warrant liabilities | $ 25.1 | |
Increase in the fair value of liabilities | $ 9.9 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Investments held in Trust Account - money market fund | $ 230,564,071 | $ 230,548,847 |
Liabilities: | ||
Warrant liabilities - public warrants | 3,910,000 | 19,550,000 |
Warrant liabilities - private placement warrants | 2,310,000 | 11,748,000 |
Level 1 [Member] | ||
Assets | ||
Investments held in Trust Account - money market fund | 230,564,071 | 230,548,847 |
Liabilities: | ||
Warrant liabilities - public warrants | 3,910,000 | 19,550,000 |
Warrant liabilities - private placement warrants | ||
Level 2 [Member] | ||
Assets | ||
Investments held in Trust Account - money market fund | ||
Liabilities: | ||
Warrant liabilities - public warrants | ||
Warrant liabilities - private placement warrants | ||
Level 3 [Member] | ||
Assets | ||
Investments held in Trust Account - money market fund | ||
Liabilities: | ||
Warrant liabilities - public warrants | ||
Warrant liabilities - private placement warrants | $ 2,310,000 | $ 11,748,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of change in the fair value of the level 3 derivative warrant liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of change in the fair value of the level 3 derivative warrant liabilities [Abstract] | ||
Warrant liabilities, beginning balance | $ 11,748,000 | |
Issuance of public and private placement warrants | 21,392,000 | |
Public Warrants transfer to Level 1 | (13,340,000) | |
Change in fair value of warrant liabilibites | (9,438,000) | 3,696,000 |
Warrant liabilities, ending balance | $ 2,310,000 | $ 11,748,000 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of level 3 fair value measurements inputs - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of level 3 fair value measurements inputs [Abstract] | ||
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 |
Stock Price (in Dollars per share) | $ 9.99 | $ 10.3 |
Term (in years) | 5 years 3 months 29 days | 5 years 6 months 29 days |
Volatility | 6.85% | 24.50% |
Risk-free interest rate | 1.28% | 0.44% |
Dividend yield |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |
Jan. 25, 2022 | Feb. 23, 2022 | |
Subsequent Events (Details) [Line Items] | ||
Redeem shares | 19,207,987 | |
Redemption price, per share | $ 10.02 | |
Stock Redeemed or Called During Period, Value | $ 192,500,000 | |
Redeeming shares percentage | 84.00% | |
Redeemed shares outstanding percentage | 16.00% | |
Trust account | $ 38,000,000 | |
Principal amount | $ 500,000 | |
Percentage of interest rate | 0.59% |