Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 15, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | Jack Creek Investment Corp. | |
Entity Central Index Key | 0001822312 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Address, State or Province | NY | |
Entity Address, City or Town | NY | |
Entity Address, Address Line One | 386 Park Avenue South | |
Entity Address, Address Line Two | FL 20 | |
Entity Address, Postal Zip Code | 10016 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-39602 | |
Entity Tax Identification Number | 00-0365269 | |
City Area Code | 212 | |
Local Phone Number | 710-5060 | |
Class A Common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | JCIC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 34,500,000 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,625,000 | |
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | |
Trading Symbol | JCICU | |
Security Exchange Name | NASDAQ | |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | |
Trading Symbol | JCICW | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 92,169 | $ 89,920 |
Prepaid expenses | 254,042 | 426,875 |
Total Current Assets | 346,211 | 516,795 |
Investments held in Trust Account | 345,330,530 | 345,068,571 |
TOTAL ASSETS | 345,676,741 | 345,585,366 |
Current liabilities | ||
Accounts payable and accrued expenses | 2,706,082 | 754,761 |
Convertible promissory note – related party | 296,200 | |
Total current liabilities | 3,002,282 | 754,761 |
Warrant liabilities | 2,132,000 | 14,385,670 |
Deferred underwriting fee payable | 12,075,000 | 12,075,000 |
TOTAL LIABILITIES | 17,209,282 | 27,215,431 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption | 345,330,530 | 345,000,000 |
Shareholders' Deficit | ||
Preference shares | ||
Additional paid-in capital | 0 | |
Accumulated Deficit | (16,863,934) | (26,630,928) |
Total Shareholders' Deficit | (16,863,071) | (26,630,065) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | 345,676,741 | 345,585,366 |
Class B Common Stock | ||
Shareholders' Deficit | ||
Ordinary shares | $ 863 | $ 863 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Temporary equity shares outstanding | 34,500,000 | 34,500,000 |
Class A Common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity shares outstanding | 34,500,000 | 34,500,000 |
Temporary equity redemption price per share | $ 10.01 | $ 10 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 8,625,000 | 8,625,000 |
Common stock, shares outstanding | 8,625,000 | 8,625,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Operating and formation costs | $ 2,145,104 | $ 764,329 | $ 2,621,905 | $ 2,611,875 |
Loss from operations | (2,145,104) | (764,329) | (2,621,905) | (2,611,875) |
Other income (expense): | ||||
Change in fair value of warrant liabilities | 3,597,750 | (7,480,116) | 12,253,670 | 15,203,384 |
Change in fair value of convertible promissory note | 73,900 | 203,800 | ||
Loss on initial issuance of Private Placement Warrants | 0 | 0 | 0 | (3,948,000) |
Interest earned on investments held in Trust Account | 257,138 | 27,425 | 261,959 | 57,366 |
Total other income (expense), net | 3,928,788 | (7,452,691) | 12,719,429 | 11,312,750 |
Net income (loss) | $ 1,783,684 | $ (8,217,020) | $ 10,097,524 | $ 8,700,875 |
Class A Ordinary Shares | ||||
Other income (expense): | ||||
Weighted average shares outstanding , Basic | 34,500,000 | 34,500,000 | 34,500,000 | 29,544,199 |
Weighted average shares outstanding , Diluted | 34,500,000 | 34,500,000 | 34,500,000 | 29,544,199 |
Net income (loss) per share , Basic | $ 0.04 | $ (0.19) | $ 0.23 | $ 0.23 |
Net income (loss) per share , Diluted | $ 0.04 | $ (0.19) | $ 0.23 | $ 0.23 |
Class B Ordinary Shares | ||||
Other income (expense): | ||||
Weighted average shares outstanding , Basic | 8,625,000 | 8,625,000 | 8,625,000 | 8,463,398 |
Weighted average shares outstanding , Diluted | 8,625,000 | 8,625,000 | 8,625,000 | 8,463,398 |
Net income (loss) per share , Basic | $ 0.04 | $ (0.19) | $ 0.23 | $ 0.23 |
Net income (loss) per share , Diluted | $ 0.04 | $ (0.19) | $ 0.23 | $ 0.23 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Total | Ordinary Shares Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2020 | $ 8,435 | $ 863 | $ 24,137 | $ (16,565) |
Beginning Balance (shares) at Dec. 31, 2020 | 8,625,000 | |||
Accretion for Class A ordinary shares to redemption amount | (41,752,143) | (24,137) | (41,728,006) | |
Net income (loss) | 16,917,895 | 16,917,895 | ||
Ending Balance at Mar. 31, 2021 | (24,825,813) | $ 863 | 0 | (24,826,676) |
Ending Balance (shares) at Mar. 31, 2021 | 8,625,000 | |||
Beginning Balance at Dec. 31, 2020 | 8,435 | $ 863 | 24,137 | (16,565) |
Beginning Balance (shares) at Dec. 31, 2020 | 8,625,000 | |||
Net income (loss) | 8,700,875 | |||
Ending Balance at Jun. 30, 2021 | (33,042,833) | $ 863 | 0 | (33,043,696) |
Ending Balance (shares) at Jun. 30, 2021 | 8,625,000 | |||
Beginning Balance at Mar. 31, 2021 | (24,825,813) | $ 863 | 0 | (24,826,676) |
Beginning Balance (shares) at Mar. 31, 2021 | 8,625,000 | |||
Net income (loss) | (8,217,020) | (8,217,020) | ||
Ending Balance at Jun. 30, 2021 | (33,042,833) | $ 863 | 0 | (33,043,696) |
Ending Balance (shares) at Jun. 30, 2021 | 8,625,000 | |||
Beginning Balance at Dec. 31, 2021 | (26,630,065) | $ 863 | 0 | (26,630,928) |
Beginning Balance (shares) at Dec. 31, 2021 | 8,625,000 | |||
Net income (loss) | 8,313,840 | 8,313,840 | ||
Ending Balance at Mar. 31, 2022 | (18,316,225) | $ 863 | 0 | (18,317,088) |
Ending Balance (shares) at Mar. 31, 2022 | 8,625,000 | |||
Beginning Balance at Dec. 31, 2021 | (26,630,065) | $ 863 | 0 | (26,630,928) |
Beginning Balance (shares) at Dec. 31, 2021 | 8,625,000 | |||
Net income (loss) | 10,097,524 | |||
Ending Balance at Jun. 30, 2022 | (16,863,071) | $ 863 | 0 | (16,863,934) |
Ending Balance (shares) at Jun. 30, 2022 | 8,625,000 | |||
Beginning Balance at Mar. 31, 2022 | (18,316,225) | $ 863 | 0 | (18,317,088) |
Beginning Balance (shares) at Mar. 31, 2022 | 8,625,000 | |||
Accretion for Class A ordinary shares to redemption amount | (330,530) | (330,530) | ||
Net income (loss) | 1,783,684 | 1,783,684 | ||
Ending Balance at Jun. 30, 2022 | $ (16,863,071) | $ 863 | $ 0 | $ (16,863,934) |
Ending Balance (shares) at Jun. 30, 2022 | 8,625,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Operating Activities: | ||||
Net income | $ 10,097,524 | $ 8,700,875 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Interest earned on investments held in Trust Account | (261,959) | (57,366) | ||
Change in fair value of warrant liabilities | $ (3,597,750) | $ 7,480,116 | (12,253,670) | (15,203,384) |
Loss on initial issuance of Private Placement Warrants | 0 | 0 | 0 | 3,948,000 |
Change in fair value of Convertible Note | (203,800) | |||
Transaction costs associated with sale of warrants in IPO | 1,360,701 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 172,833 | (894,460) | ||
Accounts payable and accrued expenses | 1,951,321 | 633,697 | ||
Net cash used in operating activities | (497,751) | (1,511,937) | ||
Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (345,000,000) | |||
Net cash used in investing activities | (345,000,000) | |||
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 338,100,000 | |||
Proceeds from sale of Private Placement Warrants | 9,400,000 | |||
Proceeds from convertible promissory note – related party | 500,000 | |||
Repayment of promissory note – related party | (114,031) | |||
Payment of offering costs | (543,813) | |||
Net cash provided by financing activities | 500,000 | 346,842,156 | ||
Net Change in Cash | 2,249 | 330,219 | ||
Cash – Beginning of period | 89,920 | |||
Cash – End of period | $ 92,169 | 330,219 | $ 92,169 | 330,219 |
Non-Cash investing and financing activities: | ||||
Deferred underwriting fee payable | $ 12,075,000 | $ 12,075,000 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Jack Creek Investment Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 18, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity through June 30, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering was declared effective on January 21, 2021. On January 26, 2021, the Company consummated the Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriter of its over-allotment option in the amount of 4,500,000 Units, at $10.00 per Unit, generating gross proceeds of $345,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,400,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to JCIC Sponsor LLC (the “Sponsor”), generating gross proceeds of $9,400,000, which is described in Note 4. Transaction costs amounted to $19,652,845, consisting of $6,900,000 of underwriting fees, $12,075,000 of deferred underwriting fees and $677,845 of other offering costs. Following the closing of the Initial Public Offering on January 26, 2021, an amount of $345,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940 (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 investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general 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, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote the Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior consent. The Sponsor and each member of the Company’s management team have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial per-share The Company will have until January 26, 2023 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share The Sponsor and each member of the Company’s management team have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold 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, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as 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”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of June 30, 2022, we had cash of $92,169 and a working capital deficit of $2,656,071. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. On February 16, 2022 the Company entered into a $1,500,000 convertible promissory note (“Convertible Note”) with the Sponsor in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination. The Convertible Note accrues no interest and is payable upon completion of a Business Combination. The Convertible Note’s entire or partial balance can be converted into warrants at the discretion of the Sponsor at the time of Business Combination. The warrants would be identical to the Private Placement Warrants. As of June 30, 2022, the aggregate balance of the Convertible Note is $500,000 with an available balance for withdrawal of $1,000,000. If the Business Combination is not consummated, the Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these financial statements if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. 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. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. Investments Held in Trust Account At June 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were 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 allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering. A total of $19,652,845 in offering costs were incurred. Of these offering costs $18,292,144 were related to the Initial Public Offering and charged to temporary equity. Offering costs allocable to Public Warrants and Private Placement Warrants were $1,335,171 and $25,530, respectively, and expensed at the date of Initial Public Offering. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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, 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, at June 30, 2022 and December 31, 2021, the 34,500,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. 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 redeemable Class A ordinary shares resulted in charges against additional paid-in At June 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 345,000,000 Less: Proceeds allocated to Public Warrants (23,460,000 ) Class A ordinary shares issuance costs (18,292,143 ) Plus: Accretion of carrying value to redemption value 41,752,143 Class A ordinary shares subject to possible redemption – December 31, 2021 $ 345,000,000 Plus: Accretion of carrying value to redemption value 330,530 Class A ordinary shares subject to possible redemption – June 30, 2022 $ 345,330,530 Convertible Promissory Note The Company accounts for its Convertible Note under ASC 815, “Derivatives and Hedging” (“ASC 815”). Under 815-15-25, non-cash Warrant Liabilities The Company accounts for the warrants in accordance with the guidance contained in ASC 815-40 re-measurement Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income is allocated pro rata between the two share classes. This presentation assumes a business combination as the most likely outcome. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 1,426,947 $ 356,737 $ (6,573,616 ) $ (1,643,404 ) $ 8,078,019 $ 2,019,505 $ 6,763,395 $ 1,937,480 Denominator: Basic weighted average shares outstanding 34,500,000 8,625,000 34,500,000 8,625,000 34,500,000 8,625,000 29,544,199 8,463,398 Basic net income (loss) per ordinary share $ 0.04 $ 0.04 $ (0.19 ) $ (0.19 ) $ 0.23 $ 0.23 $ 0.23 $ 0.23 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit 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 account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, other than the warrant liabilities and the Convertible Note (see Note 10). 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 include: • 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. Recent Accounting Standards In August 2020, FASB issued ASU2020-06, 470-20) 815-40)” (“ASU2020-06”), ASU2020-06 ASU2020-06 if-converted ASU2020-06 ASU2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 34,500,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,400,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $9,400,000 in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). A portion of the 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 proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. As a result of the difference in fair value of $1.42 per share of the Private Placement Warrants and the purchase price of $1.00 per share, the Company recorded a charge of $3,948,000 as of the date of the Private Placement issuance which is included in the condensed statements of operations for the six months ended June 30, 2021. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In August 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”). On January 13, 2021, the Sponsor surrendered 1,437,500 Founder Shares to the Company for cancellation for no consideration. On January 21, 2021, the Company effected a share capitalization of 1,437,500 shares, resulting in an aggregate of 8,625,000 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender and capitalization. The Founder Shares included an aggregate of up to 1,125,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading On September 25, 2020, the Sponsor transferred 25,000 Class B ordinary shares to each of the independent directors. On March 8, 2021, the Sponsor transferred 25,000 Class B ordinary shares to an additional independent director. Subsequent to these transfers, the Sponsor held 8,550,000 Class B ordinary shares. Administrative Support Agreement Commencing on January 21, 2021, the Company entered into an agreement pursuant to which it will pay an affiliate of the Sponsor up to $10,000 per month for office space, secretarial and administrative services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2022 and 2021, the Company incurred $30,000 and $60,000, $30,000 and $53,226, respectively, in fees for these services, of which $10,000 and $0 are included in accrued expenses in the accompanying condensed balance sheets, respectively. Promissory Notes — Related Parties On August 24, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Convertible Promissory Note – Related Party On February 16, 2022, the Company entered into the $1,500,000 Convertible Note with the Sponsor in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination. The Convertible Note shall accrue no interest and be payable upon the Company’s initial Business Combination. The Convertible Note’s entire or partial balance can be converted into warrants at a price of $1.00 per warrant at the discretion of the Sponsor at the time of Business Combination. As of June 30, 2022, the aggregate outstanding borrowings under the Convertible Note was $500,000 with an available balance for withdrawal of $1,000,000. The Convertible Note was valued using the fair value method. The discounted cash flow method was used to value the debt component of the Convertible Note and the Black Scholes Option Pricing Model was used to value the debt conversion option. The convertible promissory note is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the notes are recognized as a non-cash |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 6. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration Rights Pursuant to a registration and shareholders rights agreement entered into on January 21, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Convertible Note (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Convertible Note) will be entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $12,075,000 in the aggregate. 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. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject To Possible Redemption | 6 Months Ended |
Jun. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Class A Ordinary Shares Subject To Possible Redemption | NOTE 7. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At June 30, 2022 and December 31, 2021, there were 34,500,000 Class A ordinary shares issued and outstanding, including Class A ordinary shares subject to possible redemption which are presented as temporary equity. |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity (Deficit) | NOTE 8. SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares Class B Ordinary Shares 0.0001 Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law and except that (i) prior to Business Combination, only Class B shares have the right to vote on the appointment of directors and (ii) in a vote to continue the Company in a jurisdiction outside the Cayman Islands, holders of Class B shares will have ten votes per share and holders of Class A ordinary shares will have one vote per share. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of the Convertible Note. In no event will the Class B ordinary shares convert into Class A ordinary one-to-one. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Warrants Disclosure [Abstract] | |
Warrants | NOTE 9. WARRANTS As of June 30, 2022 and December 31, 2021, there are 17,250,000 Public Warrants outstanding and 9,400,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable 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 warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the 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 so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. • 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 to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the 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 exercisable on a cashless basis and be non-redeemable, |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 10. FAIR VALUE MEASUREMENTS At June 30, 2022 and December 31, 2021, assets held in the Trust Account were comprised of $345,330,530 and $345,068,571 in money market funds invested in U.S. Treasury securities, respectively. During the three and six months ended June 30, 2022 and 2021, the Company did not withdraw any interest income from the Trust Account. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. June 30, 2022 Quoted Prices Significant Significant Assets: Investments held in Trust Account $ 345,330,530 $ 345,330,530 $ — $ — Liabilities: Warrant Liabilities – Public Warrants $ 1,380,000 $ 1,380,000 $ — $ — Warrant Liabilities – Private Placement Warrants $ 752,000 $ — $ 752,000 $ — Convertible Note – Related Party $ 296,200 $ — $ — $ 296,200 December 31, Quoted Prices Significant Significant Assets: Investments held in Trust Account $ 345,068,571 $ 345,068,571 $ — $ — Liabilities: Warrant Liabilities – Public Warrants $ 9,311,550 $ 9,311,550 $ — $ — Warrant Liabilities – Private Placement Warrants $ 5,074,120 $ — $ 5,074,120 $ — The warrants were accounted for as liabilities in accordance with ASC815-40 The Private Placement Warrants were valued using the Black Scholes Option Pricing Model as of January 26, 2021. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the ordinary shares. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. During the year December 31, 2021, the Private Placement Warrants transferred to Level 2 due to the use of an observable market quote for a similar asset in an active market. The Binomial Lattice Model was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date. The Public Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs and are classified as Level 1 as of June 30, 2022 due to being publicly traded. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement during the year ended December 31, 2021 was $9,142,500. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 measurements during the year ended December 31, 2021 was $5,743,400. The following table presents the changes in the fair value of Level 3 warrant liabilities at June 30, 2022: Fair value as of January 1, 2022 $ — Amount borrowed February 16, 2022 500,000 Change in fair value (129,900 ) Fair value as of March 31, 2022 $ 370,100 Change in fair value (73,900 ) Fair value as of June 30, 2022 $ 296,200 The following table presents the changes in the fair value of the Level 3 Convertible Note at June 30, 2021: Private Public Warrants Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 26, 2021 13,348,000 23,460,000 36,808,000 Change in valuation inputs or other assumptions (8,366,000 ) (14,317,500 ) (22,683,500 ) Transfer to Level 1 — (9,142,500 ) (9,142,500 ) Fair value as of March 31, 2021 $ 4,982,000 $ — $ 4,982,000 Change in valuation inputs or other assumptions 2,644,941 — 2,644,941 Fair value as of June 30, 2021 $ 7,626,941 $ — $ 7,626,941 The Convertible Note was measured at fair value as of the date of the initial borrowing on February 16, 2022, and as of June 30, 2022. The discounted cash flow method was used to value the debt component of the Convertible Note and the Black Scholes Option Pricing Model was used to value the debt conversion option. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during three and six months ended June 30, 2022 for the Convertible Note. The following table represents key inputs for the fair value of the Convertible Note: At June 30, Stock price $ 9.83 Strike price $ 11.50 Term (in years) 5.25 Volatility 4.1 % Risk-free rate 2.99 % |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11. SUBSEQUENT EVENTS On August 3, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Wildfire New PubCo, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“New PubCo”), Wildfire Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of New PubCo (“Wildfire Merger Sub I”), Wildfire Merger Sub II, Inc., a Delaware corporation and direct, wholly owned subsidiary of New PubCo (“Wildfire Merger Sub II”), Wildfire Merger Sub III, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of New PubCo (“Wildfire Merger Sub III”), Wildfire GP Sub IV, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of New PubCo (“Wildfire GP Sub IV” and together with Wildfire Merger Sub I, Wildfire Merger Sub II and Wildfire Merger Sub III, the “Merger Subs”), BTOF (Grannus Feeder) - NQ L.P., a Delaware limited partnership (“Blocker”), and Bridger Aerospace Group Holdings, LLC, a Delaware limited liability company (“Bridger”). Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination” and together with the other transactions contemplated by the Merger Agreement, the “Transactions”), pursuant to which, among other things, (i) Wildfire Merger Sub I will merge with and into Blocker (the “First Merger”), with Blocker as the surviving entity of the First Merger, upon which Wildfire GP Sub IV will become general partner of such surviving entity, (ii) Wildfire Merger Sub II will merge with and into the Company (the “Second Merger”), with the Company as the surviving company of the Second Merger (the “Second Surviving Company”), and (iii) Wildfire Merger Sub III will merge with and into Bridger (the “Third Merger” and together with First Merger and Second Merger, the “Mergers”), with Bridger as the surviving company of the Third Merger. Following the Mergers, each of Blocker, the Company, and Bridger will be a subsidiary of New PubCo, and New PubCo will become a publicly traded company. At the closing of the Transactions (“Closing”), New PubCo will change its name to Bridger Aerospace Group Holdings, Inc., and its common stock is expected to list on the NASDAQ Capital Market under the ticker symbol “BAER.” The consideration to be paid to the pre-Closing equityholders of Bridger (other than holders of Series C preferred shares of Bridger (“Bridger Series C Preferred Shares”) and certain excluded shares) and the pre-Closing shareholders of the Company (other than with respect to certain excluded shares) in connection with the Transactions will be shares of common stock of New PubCo (“New PubCo Common Stock”). The consideration to be paid to the pre-Closing holders of Bridger Series C Preferred Shares in connection with the Transactions will be shares of Series A preferred stock of New PubCo, which shares will have rights and preferences that mirror certain rights and preferences currently held by the holders of the Bridger Series C Preferred Shares. Outstanding warrants to purchase shares of Class A ordinary shares of the Company will become entitled to purchase New PubCo Common Stock on the same terms and conditions as the existing warrants of the Company. The Transactions are expected to be consummated subject to the terms and conditions as further described in the Merger Agreement, including, among others: (i) approval of the Purchaser Shareholder Matters (as defined in the Merger Agreement) by the requisite shareholders of the Company, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) receipt of other required regulatory approvals, (iv) there being no governmental order or law in force enjoining or prohibiting the consummation of the Transactions, (v) the Company having at least $5,000,001 of net tangible assets after shareholder redemptions, (vi) the Registration Statement on Form S-4 to be filed by New PubCo having become effective, (vii) the New PubCo Common Stock and warrants to purchase New PubCo Common Stock having been approved for listing on NASDAQ, and (viii) customary bring-down conditions related to the parties’ respective representations, warranties and pre-Closing covenants in the agreement. In addition, the obligation of Bridger and Blocker to consummate the Transactions is conditioned upon, among other items, each of the covenants of the parties to the Sponsor Agreement required to be performed as of or prior to the Closing having been performed in all material respects. Pursuant to a letter dated July 29, 2022 from J.P. Morgan Securities LLC (“J.P. Morgan”) to the Company, J.P. Morgan notified the Company that, subject to certain conditions, J.P. Morgan waives its entitlement to the payment of any deferred compensation in connection with its role as underwriter in the Initial Public Offering. The Merger Agreement and related agreements are further described in the Current Report on Form 8-K filed by the Company on August 4, 2022. On August 10, 2022, the Company made a $300,000 drawdown under the Convertible Note, bringing the aggregate outstanding borrowings under the Convertible Note to $800,000 with an available balance for withdrawal of $700,000. The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than described above, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K |
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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
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. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account At June 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were 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 allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering. A total of $19,652,845 in offering costs were incurred. Of these offering costs $18,292,144 were related to the Initial Public Offering and charged to temporary equity. Offering costs allocable to Public Warrants and Private Placement Warrants were $1,335,171 and $25,530, respectively, and expensed at the date of Initial Public Offering. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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, 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, at June 30, 2022 and December 31, 2021, the 34,500,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. 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 redeemable Class A ordinary shares resulted in charges against additional paid-in At June 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 345,000,000 Less: Proceeds allocated to Public Warrants (23,460,000 ) Class A ordinary shares issuance costs (18,292,143 ) Plus: Accretion of carrying value to redemption value 41,752,143 Class A ordinary shares subject to possible redemption – December 31, 2021 $ 345,000,000 Plus: Accretion of carrying value to redemption value 330,530 Class A ordinary shares subject to possible redemption – June 30, 2022 $ 345,330,530 |
Convertible Promissory Note | Convertible Promissory Note The Company accounts for its Convertible Note under ASC 815, “Derivatives and Hedging” (“ASC 815”). Under 815-15-25, non-cash |
Warrant Liabilities | Warrant Liabilities The Company accounts for the warrants in accordance with the guidance contained in ASC 815-40 re-measurement |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income per Ordinary Share | Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income is allocated pro rata between the two share classes. This presentation assumes a business combination as the most likely outcome. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 1,426,947 $ 356,737 $ (6,573,616 ) $ (1,643,404 ) $ 8,078,019 $ 2,019,505 $ 6,763,395 $ 1,937,480 Denominator: Basic weighted average shares outstanding 34,500,000 8,625,000 34,500,000 8,625,000 34,500,000 8,625,000 29,544,199 8,463,398 Basic net income (loss) per ordinary share $ 0.04 $ 0.04 $ (0.19 ) $ (0.19 ) $ 0.23 $ 0.23 $ 0.23 $ 0.23 |
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 Deposit Insurance Corporation coverage limit 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 account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, other than the warrant liabilities and the Convertible Note (see Note 10). |
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 include: • 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. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, FASB issued ASU2020-06, 470-20) 815-40)” (“ASU2020-06”), ASU2020-06 ASU2020-06 if-converted ASU2020-06 ASU2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Ordinary Shares Reflected In Balance Sheet | At June 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 345,000,000 Less: Proceeds allocated to Public Warrants (23,460,000 ) Class A ordinary shares issuance costs (18,292,143 ) Plus: Accretion of carrying value to redemption value 41,752,143 Class A ordinary shares subject to possible redemption – December 31, 2021 $ 345,000,000 Plus: Accretion of carrying value to redemption value 330,530 Class A ordinary shares subject to possible redemption – June 30, 2022 $ 345,330,530 |
Summary of Basic and Diluted Net Income Per Share | The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 1,426,947 $ 356,737 $ (6,573,616 ) $ (1,643,404 ) $ 8,078,019 $ 2,019,505 $ 6,763,395 $ 1,937,480 Denominator: Basic weighted average shares outstanding 34,500,000 8,625,000 34,500,000 8,625,000 34,500,000 8,625,000 29,544,199 8,463,398 Basic net income (loss) per ordinary share $ 0.04 $ 0.04 $ (0.19 ) $ (0.19 ) $ 0.23 $ 0.23 $ 0.23 $ 0.23 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Assets And Liabilities Measured On Recurring Basis | The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. June 30, 2022 Quoted Prices Significant Significant Assets: Investments held in Trust Account $ 345,330,530 $ 345,330,530 $ — $ — Liabilities: Warrant Liabilities – Public Warrants $ 1,380,000 $ 1,380,000 $ — $ — Warrant Liabilities – Private Placement Warrants $ 752,000 $ — $ 752,000 $ — Convertible Note – Related Party $ 296,200 $ — $ — $ 296,200 December 31, Quoted Prices Significant Significant Assets: Investments held in Trust Account $ 345,068,571 $ 345,068,571 $ — $ — Liabilities: Warrant Liabilities – Public Warrants $ 9,311,550 $ 9,311,550 $ — $ — Warrant Liabilities – Private Placement Warrants $ 5,074,120 $ — $ 5,074,120 $ — |
Summary of Fair Value Reconciliation | The following table presents the changes in the fair value of Level 3 warrant liabilities at June 30, 2022: Fair value as of January 1, 2022 $ — Amount borrowed February 16, 2022 500,000 Change in fair value (129,900 ) Fair value as of March 31, 2022 $ 370,100 Change in fair value (73,900 ) Fair value as of June 30, 2022 $ 296,200 The following table presents the changes in the fair value of the Level 3 Convertible Note at June 30, 2021: Private Public Warrants Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on January 26, 2021 13,348,000 23,460,000 36,808,000 Change in valuation inputs or other assumptions (8,366,000 ) (14,317,500 ) (22,683,500 ) Transfer to Level 1 — (9,142,500 ) (9,142,500 ) Fair value as of March 31, 2021 $ 4,982,000 $ — $ 4,982,000 Change in valuation inputs or other assumptions 2,644,941 — 2,644,941 Fair value as of June 30, 2021 $ 7,626,941 $ — $ 7,626,941 |
Summary of Key Inputs for Fair Value of Convertible Note | The following table represents key inputs for the fair value of the Convertible Note: At June 30, Stock price $ 9.83 Strike price $ 11.50 Term (in years) 5.25 Volatility 4.1 % Risk-free rate 2.99 % |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jan. 26, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Feb. 16, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||
Transaction costs | $ 19,652,845 | |||
Underwriting fees | 6,900,000 | |||
Deferred underwriting fees | 12,075,000 | |||
Other offering costs | $ 677,845 | |||
Percentage of the fair value of assets in trust account of the target company net of deferred underwriting commissions and taxes | 80% | |||
Equity method investment ownership percentage | 50% | |||
Percentage of public shareholding redeemable in case the business combination does not occur | 100% | |||
Estimated liquidation expenses | $ 100,000 | |||
Cash | 92,169 | $ 89,920 | ||
Working Capital | 2,656,071 | |||
Sponsor | Financing of Business Combination Transaction Costs [Member] | Convertible Promissory Note [Member] | ||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||
Aggregate outstanding borrowings | 500,000 | |||
Available balance for withdrawal under convertible note | $ 1,000,000 | |||
Debt Instrument, Face Amount | $ 1,500,000 | |||
Business Combination | ||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||
Business Combination, Net tangible assets | $ 5,000,001 | |||
Percentage of public shareholding eligible for redemption without prior consent | 15% | |||
Percentage of public shareholding eligible for redemption on non occurrence of business combination | 100% | |||
Business acquisition, share price | $ 10 | |||
Assets Held In Trust | ||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||
Proceeds from issuance of warrants | $ 345,000,000 | |||
Restricted investments term | 185 days | |||
Per share amount to be maintained in the trust account | 10 | |||
Assets Held In Trust | Sponsor | ||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||
Per share amount to be maintained in the trust account | 10 | |||
Per share amount of assets available for distribution | $ 10 | |||
Private Placement | ||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||
Stock issued during period shares | 9,400,000 | |||
Shares issued price per share | $ 1 | |||
Gross proceeds from initial public offering | $ 9,400,000 | |||
Class A Ordinary Shares | ||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||
Proceeds from issuance of warrants | $ 23,460,000 | |||
Class A Ordinary Shares | IPO | ||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||
Stock issued during period shares | 34,500,000 | |||
Shares issued price per share | $ 10 | $ 10 | ||
Gross proceeds from initial public offering | $ 345,000,000 | |||
Class A Ordinary Shares | Over-Allotment Option | ||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||
Stock issued during period shares | 4,500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Reconciliation of Ordinary Shares Reflected In Balance Sheet (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Schedule Of Reconciliation Of Ordinary Shares Reflected In Balance Sheet [Line Items] | |||
Gross proceeds | $ 338,100,000 | ||
Less: | |||
Class A ordinary shares issuance costs | $ (543,813) | ||
Plus: | |||
Class A ordinary shares subject to possible redemption | $ 345,330,530 | $ 345,000,000 | |
Common Class A [Member] | |||
Schedule Of Reconciliation Of Ordinary Shares Reflected In Balance Sheet [Line Items] | |||
Gross proceeds | 345,000,000 | ||
Less: | |||
Proceeds allocated to Public Warrants | (23,460,000) | ||
Class A ordinary shares issuance costs | (18,292,143) | ||
Plus: | |||
Accretion of carrying value to redemption value | 330,530 | 41,752,143 | |
Class A ordinary shares subject to possible redemption | $ 345,330,530 | $ 345,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income Per Share (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Common Class A [Member] | ||||
Numerator: | ||||
Allocation of net income (loss) | $ 1,426,947 | $ (6,573,616) | $ 8,078,019 | $ 6,763,395 |
Denominator: | ||||
Basic weighted average shares outstanding | 34,500,000 | 34,500,000 | 34,500,000 | 29,544,199 |
Basic net income (loss) per ordinary share | $ 0.04 | $ (0.19) | $ 0.23 | $ 0.23 |
Common Class B [Member] | ||||
Numerator: | ||||
Allocation of net income (loss) | $ 356,737 | $ (1,643,404) | $ 2,019,505 | $ 1,937,480 |
Denominator: | ||||
Basic weighted average shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 | 8,463,398 |
Basic net income (loss) per ordinary share | $ 0.04 | $ (0.19) | $ 0.23 | $ 0.23 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Cash federal depository insurance coverage | $ 250,000 | |
Shares subject to possible redemption | 34,500,000 | 34,500,000 |
Offering costs | $ 19,652,845 | |
IPO | ||
Offering costs | 18,292,144 | |
Public Warrants | ||
Offering costs | 1,335,171 | |
Private Placement Warrants | ||
Offering costs | $ 25,530 | |
Class A Ordinary Shares | ||
Shares subject to possible redemption | 34,500,000 | 34,500,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | 6 Months Ended | |
Jan. 26, 2021 | Jun. 30, 2022 | |
Disclosure Of Initial Public Offer [Line Items] | ||
Exercise price of warrants | $ 11.5 | |
Class A Common stock | ||
Disclosure Of Initial Public Offer [Line Items] | ||
Common Stock, Conversion Basis | one | |
Class A Common stock | Public Warrants | ||
Disclosure Of Initial Public Offer [Line Items] | ||
Common Stock, Conversion Basis | one-half of one | |
Number of shares entitlement per warrant | 1 | |
Exercise price of warrants | $ 11.5 | |
IPO | Class A Common stock | ||
Disclosure Of Initial Public Offer [Line Items] | ||
Stock issued during period shares | 34,500,000 | |
Shares issued price per share | $ 10 | $ 10 |
Over-Allotment Option | Class A Common stock | ||
Disclosure Of Initial Public Offer [Line Items] | ||
Stock issued during period shares | 4,500,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Exercise price of warrants | $ 11.5 | $ 11.5 | ||
Purchase price | $ 1 | $ 1 | ||
Change in fair value of derivative liability | $ (3,597,750) | $ 7,480,116 | $ (12,253,670) | $ (15,203,384) |
Private Placement Warrants | ||||
Private Placement warrants fair value per share | $ 1.42 | $ 1.42 | ||
Private Placement | ||||
Change in fair value of derivative liability | $ 3,948,000 | |||
Private Placement | Sponsor | ||||
Stock issued during period shares | 9,400,000 | |||
Shares issued price per share | $ 1 | $ 1 | ||
Gross proceeds from initial public offering | $ 9,400,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||||
Mar. 08, 2021 | Jan. 21, 2021 | Jan. 13, 2021 | Sep. 25, 2020 | Aug. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Feb. 16, 2022 | Dec. 31, 2021 | Jan. 25, 2021 | Aug. 24, 2020 | |
Related Party Transaction [Line Items] | |||||||||||||
Change in fair value of Convertible Note | $ (203,800) | ||||||||||||
Promissory Note | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt Instrument, Payment Terms | January 25, 2021 | ||||||||||||
Class B Ordinary Shares | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares issued by the company | 1,437,500 | ||||||||||||
Common stock, shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 | ||||||||||
Sponsor | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Percentage of shareholding by initial shareholders after the IPO | 20% | ||||||||||||
Lock in period of shares | 1 year | ||||||||||||
Share price | $ 12 | ||||||||||||
Number of specific trading days for determining share price | 20 days | ||||||||||||
Total number of trading days for determining the share price | 30 days | ||||||||||||
Period from business combination for which closing price of share is considered | 150 days | ||||||||||||
Sponsor | Administrative Services Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Administrative services agreement amount | $ 10,000 | ||||||||||||
Related party transaction, selling, general and administrative expenses from transactions with related Party | $ 30,000 | $ 30,000 | $ 60,000 | $ 53,226 | |||||||||
Sponsor | Administrative Services Agreement | Accrued Liabilities | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Administrative services amount payable to sponsor | 10,000 | 10,000 | $ 0 | ||||||||||
Aggregate outstanding borrowings | 10,000 | 10,000 | $ 0 | ||||||||||
Sponsor | Issue of Promissory Note To The Sponsor | Promissory Note | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||||||||
Debt Instrument, Repurchase Amount | $ 114,031 | ||||||||||||
Sponsor | Financing of Business Combination Transaction Costs | Convertible promissory note | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Administrative services amount payable to sponsor | 500,000 | 500,000 | |||||||||||
Debt Instrument, Face Amount | $ 1,500,000 | ||||||||||||
Debt instrument conversion price per share | $ 1 | ||||||||||||
Aggregate outstanding borrowings | 500,000 | 500,000 | |||||||||||
Available balance for withdrawal under convertible note | $ 1,000,000 | ||||||||||||
Fair value of the note | $ 296,200 | ||||||||||||
Change in fair value of Convertible Note | $ 73,900 | $ 203,800 | |||||||||||
Sponsor | Subject to Underwriters Exercising of Over Allotment option | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of sponsor shares subject to forfeiture | 1,125,000 | ||||||||||||
Sponsor | Class B Ordinary Shares | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common stock, shares outstanding | 8,550,000 | 8,625,000 | |||||||||||
Sponsor | Class B Ordinary Shares | Founder Shares | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Value of stock issued to sponsor | $ 25,000 | ||||||||||||
Number of stock issued to sponsor | 8,625,000 | ||||||||||||
Number of shares surrendered by the sponsor | 1,437,500 | ||||||||||||
Sponsor | Class B Ordinary Shares | Independent Directors | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares transferred by related party | 25,000 | ||||||||||||
Sponsor | Class B Ordinary Shares | Additional Independent Director | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares transferred by related party | 25,000 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Deferred underwriting fee per unit | $ 0.35 | |
Deferred underwriting fee payable | $ 12,075,000 | $ 12,075,000 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject To Possible Redemption - Additional Information (Detail) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Temporary Equity [Line Items] | ||
Temporary equity shares outstanding | 34,500,000 | 34,500,000 |
Common Class A [Member] | ||
Temporary Equity [Line Items] | ||
Temporary equity shares authorized | 500,000,000 | 500,000,000 |
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity shares issued | 34,500,000 | 34,500,000 |
Temporary equity shares outstanding | 34,500,000 | 34,500,000 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) - Additional Information (Detail) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Temporary equity shares outstanding | 34,500,000 | 34,500,000 |
Common stock, threshold percentage on conversion of shares After Completion Of IPO | 20% | |
Class A Ordinary Shares | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock Voting Rights | one vote for each share | |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Temporary equity shares outstanding | 34,500,000 | 34,500,000 |
Temporary equity shares issued | 34,500,000 | 34,500,000 |
Class B Ordinary Shares | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock Voting Rights | one vote for each share | |
Common stock, shares issued | 8,625,000 | 8,625,000 |
Common stock, shares outstanding | 8,625,000 | 8,625,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Ordinary Shares | Class A Ordinary Shares | ||
Warrant Disclosure [Line Items] | ||
Share price | $ 9.2 | |
Number of consecutive trading days for determining share price | 20 days | |
Percentage of capital raised for business combination to total equity proceeds | 60% | |
Share Price More Than Or Equals To USD 18.00 | ||
Warrant Disclosure [Line Items] | ||
Share price | $ 18 | |
Class of warrants, redemption price per unit | $ 0.01 | |
Class of warrants, redemption notice period | 30 days | |
Share Price More Than Or Equals To USD 18.00 | Class A Ordinary Shares | ||
Warrant Disclosure [Line Items] | ||
Share price | $ 18 | |
Class of warrants, redemption notice period | 30 days | |
Number of consecutive trading days for determining share price | 20 days | |
Number of trading days for determining share price | 30 days | |
Class of warrant or right, redemption price adjustment percentage | 180% | |
Share Price More Than Or Equals To USD 10.00 | ||
Warrant Disclosure [Line Items] | ||
Share price | $ 10 | |
Share Price More Than Or Equals To USD 10.00 | Class A Ordinary Shares | ||
Warrant Disclosure [Line Items] | ||
Share price | 10 | |
Class of warrants, redemption price per unit | $ 0.1 | |
Class of warrants, redemption notice period | 30 days | |
Number of consecutive trading days for determining share price | 20 days | |
Number of trading days for determining share price | 30 days | |
Share Price Less Than Or Equals To USD 9.20 | Class A Ordinary Shares | ||
Warrant Disclosure [Line Items] | ||
Share price | $ 9.2 | |
Class of warrant or right, redemption price adjustment percentage | 115% | |
Public Warrants | ||
Warrant Disclosure [Line Items] | ||
Number of warrants or rights outstanding | 17,250,000 | 17,250,000 |
Minimum lock In period For SEC Registration From Date Of Business Combination | 20 days | |
Minimum lock In period to become effective after the closing of the initial Business Combination | 60 days | |
Private Placement Warrants | ||
Warrant Disclosure [Line Items] | ||
Number of warrants or rights outstanding | 9,400,000 | 9,400,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Fair Value Disclosures [Line Items] | |||||
Marketable securities held in Trust Account | $ 345,330,530 | $ 345,330,530 | $ 345,068,571 | ||
Withdrawal of interest income from the Trust Account | 0 | $ 0 | 0 | $ 0 | |
Transfers from level 3 to level 1 | 0 | 0 | |||
Public Warrants | |||||
Fair Value Disclosures [Line Items] | |||||
Transfers from level 3 to level 1 | 9,142,500 | ||||
Private Placement Warrants [Member] | |||||
Fair Value Disclosures [Line Items] | |||||
Transfers from level 3 to level 1 | 5,743,400 | ||||
US Treasury Securities | |||||
Fair Value Disclosures [Line Items] | |||||
Marketable securities held in Trust Account | $ 345,330,530 | $ 345,330,530 | $ 345,068,571 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Assets And Liabilities Measured On Recurring Basis (Detail) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Investments held in Trust Account | $ 345,330,530 | $ 345,068,571 |
Fair Value, Recurring | ||
Assets: | ||
Investments held in Trust Account | 345,330,530 | 345,068,571 |
Liabilities: | ||
Convertible Note – Related Party | 296,200 | |
Fair Value, Recurring | Public Warrants | ||
Liabilities: | ||
Warrant Liabilities | 1,380,000 | 9,311,550 |
Fair Value, Recurring | Private Placement Warrants | ||
Liabilities: | ||
Warrant Liabilities | 752,000 | 5,074,120 |
Level 1 | Fair Value, Recurring | ||
Assets: | ||
Investments held in Trust Account | 345,330,530 | 345,068,571 |
Level 1 | Fair Value, Recurring | Public Warrants | ||
Liabilities: | ||
Warrant Liabilities | 1,380,000 | 9,311,550 |
Level 2 | Fair Value, Recurring | Private Placement Warrants | ||
Liabilities: | ||
Warrant Liabilities | 752,000 | 5,074,120 |
Level 3 | Fair Value, Recurring | ||
Liabilities: | ||
Convertible Note – Related Party | 296,200 | |
Level 3 | Fair Value, Recurring | Private Placement Warrants | ||
Liabilities: | ||
Warrant Liabilities | $ 0 | $ 0 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Reconciliation (Detail) - Level 3 - Fair Value, Recurring - Convertible Note - USD ($) | 3 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | $ 370,100 | $ 0 | $ 4,982,000 | $ 0 |
Amount borrowed February 16, 2022 | 500,000 | |||
Initial measurement on January 26, 2021 | 36,808,000 | |||
Change in valuation inputs or other assumptions | 2,644,941 | (22,683,500) | ||
Transfer To Level 1 | (9,142,500) | |||
Change in fair value | (73,900) | (129,900) | ||
Ending balance | $ 296,200 | $ 370,100 | 7,626,941 | 4,982,000 |
Private Placement Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | 4,982,000 | 0 | ||
Initial measurement on January 26, 2021 | 13,348,000 | |||
Change in valuation inputs or other assumptions | 2,644,941 | (8,366,000) | ||
Transfer To Level 1 | 0 | |||
Ending balance | 7,626,941 | 4,982,000 | ||
Public Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | 0 | 0 | ||
Initial measurement on January 26, 2021 | 23,460,000 | |||
Change in valuation inputs or other assumptions | 0 | (14,317,500) | ||
Transfer To Level 1 | (9,142,500) | |||
Ending balance | $ 0 | $ 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Key Inputs for Fair Value of Convertible Note (Detail) - Convertible Note | Jun. 30, 2022 yr |
Stock price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement Input | 9.83 |
Strike price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement Input | 11.5 |
Term (in years) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement Input | 5.25 |
Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement Input | 0.041 |
Risk-free rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement Input | 0.0299 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Merger Agreement [Member] - Subsequent Event [Member] - USD ($) | Aug. 10, 2022 | Aug. 03, 2022 |
Proceeds from Convertible Debt | $ 300,000 | |
Promissory Note Balance Available For Withdrawals | 700,000 | |
Business Combination, Net tangible assets | $ 5,000,001 | |
Convertible Debt, Current | $ 800,000 |