Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2022 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | FISCALNOTE HOLDINGS, INC. |
Entity Central Index Key | 0001823466 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash | $ 14,689 | $ 618,138 | $ 0 |
Due from related party | 411,692 | ||
Prepaid expenses | 201,799 | 462,473 | 789,798 |
Total current assets | 216,488 | 1,080,611 | 1,201,490 |
Investments held in Trust Account | 175,360,788 | 175,101,805 | 175,030,689 |
Total Assets | 175,577,276 | 176,182,416 | 176,232,179 |
Current liabilities: | |||
Accounts payable | 1,745,196 | 1,736,244 | 4,291 |
Accrued expenses | 5,794,135 | 2,942,445 | 179,780 |
Note payable – related party | 175,626 | ||
Due to related party | 303,680 | 0 | |
Total current liabilities | 7,843,011 | 4,678,689 | 359,697 |
Deferred underwriting commissions | 6,125,000 | 6,125,000 | 6,125,000 |
Derivative warrant liabilities | 11,340,000 | 19,687,500 | 20,805,000 |
Total liabilities | 25,308,011 | 30,491,189 | 27,289,697 |
Commitments and Contingencies (Note 6) | |||
Class A ordinary shares subject to possible redemption; 17,500,000 shares at $10.01 and $10.00 per share at June 30, 2022 and December 31, 2021, respectively | 175,260,788 | 175,000,000 | |
Shareholders' Deficit | |||
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding at June 30, 2022 and December 31, 2021 | 0 | 0 | 0 |
Additional paid-in capital | 0 | 0 | 0 |
Accumulated deficit | (24,991,960) | (29,309,210) | (26,057,955) |
Total shareholders' deficit | (24,991,523) | (29,308,773) | (26,057,518) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 175,577,276 | 176,182,416 | 176,232,179 |
Common Class A [Member] | |||
Shareholders' Deficit | |||
Ordinary shares | 0 | 0 | 0 |
Class A Common Stock Subject to Redemption | |||
Current liabilities: | |||
Class A ordinary shares subject to possible redemption; 17,500,000 shares at $10.01 and $10.00 per share at June 30, 2022 and December 31, 2021, respectively | 175,260,788 | 175,000,000 | 175,000,000 |
Common Class B [Member] | |||
Shareholders' Deficit | |||
Ordinary shares | $ 437 | $ 437 | $ 437 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred shares, issued | 0 | 0 | 0 |
Preferred shares, outstanding | 0 | 0 | 0 |
Common Class A [Member] | |||
Par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 180,000,000 | 180,000,000 | 180,000,000 |
Ordinary shares, issued | 0 | 0 | 0 |
Ordinary shares, outstanding | 0 | 0 | 0 |
Common Class B [Member] | |||
Par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Ordinary shares, issued | 4,375,000 | 4,375,000 | 4,375,000 |
Ordinary shares, outstanding | 4,375,000 | 4,375,000 | 4,375,000 |
Class A ordinary shares subject to possible redemption | |||
Shares subject to possible redemption | 17,500,000 | 17,500,000 | 17,500,000 |
Subject to possible redemption at price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
General and administrative expenses | $ 2,106,642 | $ 2,034,461 | $ 672,065 | $ 4,028,445 | $ 2,284,830 | $ 5,939,873 |
Loss from operations | (2,106,642) | (2,034,461) | (672,065) | (4,028,445) | (2,284,830) | (5,939,873) |
Other income (expense) | ||||||
Financing cost – derivative warrant liabilities | (469,465) | |||||
Interest earned on investments held in Trust Account | 236,453 | 5,928 | 30,688 | 258,983 | 51,449 | 71,118 |
Change in fair value of derivative warrant liabilities | (787,500) | 3,990,000 | (7,980,000) | 8,347,500 | 7,695,000 | 2,212,500 |
Net income (loss) | $ (2,657,689) | $ 1,961,467 | $ (9,090,842) | $ 4,578,038 | $ 5,461,619 | $ (3,656,255) |
Common Class A [Member] | ||||||
Other income (expense) | ||||||
Weighted average shares outstanding of ordinary shares, basic | 17,500,000 | 17,500,000 | 8,536,585 | 17,500,000 | 17,500,000 | 17,500,000 |
Weighted average shares outstanding of ordinary shares, diluted | 17,500,000 | 17,500,000 | 8,536,585 | 17,500,000 | 17,500,000 | 17,500,000 |
Class A Common Stock Subject to Redemption | ||||||
Other income (expense) | ||||||
Basic net income (loss) per ordinary share | $ (0.12) | $ 0.09 | $ (0.7) | $ 0.21 | $ 0.25 | $ (0.17) |
Diluted net income (loss) per ordinary share | $ (0.12) | $ 0.09 | $ (0.7) | $ 0.21 | $ 0.25 | $ (0.17) |
Common Class B [Member] | ||||||
Other income (expense) | ||||||
Weighted average shares outstanding of ordinary shares, basic | 4,375,000 | 4,375,000 | 4,375,000 | 4,375,000 | 4,375,000 | 4,375,000 |
Weighted average shares outstanding of ordinary shares, diluted | 4,375,000 | 4,375,000 | 4,375,000 | 4,375,000 | 4,375,000 | 4,375,000 |
Basic net income (loss) per ordinary share | $ (0.12) | $ 0.09 | $ (0.7) | $ 0.21 | $ 0.25 | $ (0.17) |
Diluted net income (loss) per ordinary share | $ (0.12) | $ 0.09 | $ (0.7) | $ 0.21 | $ 0.25 | $ (0.17) |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class B [Member] Common Stock [Member] | Class A ordinary shares Common Stock [Member] |
Beginning Balance at Aug. 27, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning Balance (in Shares) at Aug. 27, 2020 | 0 | 0 | |||
Accretion of/Increase in Class A ordinary shares subject to possible redemption | (17,541,676) | (574,563) | (16,967,113) | ||
Net income (loss) | (9,090,842) | (9,090,842) | |||
Ending Balance at Dec. 31, 2020 | (26,057,518) | 0 | (26,057,955) | $ 437 | $ 0 |
Ending Balance (in Shares) at Dec. 31, 2020 | 4,375,000 | 0 | |||
Issuance of Class B ordinary shares to Sponsor, Shares | 5,031,250 | ||||
Issuance of Class B ordinary shares to Sponsor, Value | 25,000 | 24,497 | $ 503 | ||
Excess of cash received over fair value of private placement warrants | 550,000 | 550,000 | |||
Forfeiture of Class B ordinary shares, Shares | (656,250) | ||||
Forfeiture of Class B ordinary shares, Value | 66 | $ (66) | |||
Net income (loss) | 3,500,152 | 3,500,152 | |||
Ending Balance at Mar. 31, 2021 | (22,557,366) | 0 | (22,557,803) | $ 437 | $ 0 |
Ending Balance (in Shares) at Mar. 31, 2021 | 4,375,000 | 0 | |||
Beginning Balance at Dec. 31, 2020 | (26,057,518) | 0 | (26,057,955) | $ 437 | $ 0 |
Beginning Balance (in Shares) at Dec. 31, 2020 | 4,375,000 | 0 | |||
Net income (loss) | 5,461,619 | ||||
Ending Balance at Jun. 30, 2021 | (20,595,899) | 0 | (20,596,336) | $ 437 | $ 0 |
Ending Balance (in Shares) at Jun. 30, 2021 | 4,375,000 | 0 | |||
Beginning Balance at Dec. 31, 2020 | (26,057,518) | 0 | (26,057,955) | $ 437 | $ 0 |
Beginning Balance (in Shares) at Dec. 31, 2020 | 4,375,000 | 0 | |||
Net income (loss) | (3,656,255) | (3,656,255) | |||
Ending Balance at Dec. 31, 2021 | (29,308,773) | 0 | (29,309,210) | $ 437 | $ 0 |
Ending Balance (in Shares) at Dec. 31, 2021 | 4,375,000 | 0 | |||
Excess of cash received over fair value of private placement warrants | 405,000 | 405,000 | |||
Recovery of accretion recognized against accumulated deficit | (405,000) | 405,000 | |||
Beginning Balance at Mar. 31, 2021 | (22,557,366) | 0 | (22,557,803) | $ 437 | $ 0 |
Beginning Balance (in Shares) at Mar. 31, 2021 | 4,375,000 | 0 | |||
Net income (loss) | 1,961,467 | 1,961,467 | |||
Ending Balance at Jun. 30, 2021 | (20,595,899) | 0 | (20,596,336) | $ 437 | $ 0 |
Ending Balance (in Shares) at Jun. 30, 2021 | 4,375,000 | 0 | |||
Beginning Balance at Dec. 31, 2021 | (29,308,773) | 0 | (29,309,210) | $ 437 | $ 0 |
Beginning Balance (in Shares) at Dec. 31, 2021 | 4,375,000 | 0 | |||
Net income (loss) | 7,235,727 | 7,235,727 | |||
Ending Balance at Mar. 31, 2022 | (22,073,046) | 0 | (22,073,483) | $ 437 | $ 0 |
Ending Balance (in Shares) at Mar. 31, 2022 | 4,375,000 | 0 | |||
Beginning Balance at Dec. 31, 2021 | (29,308,773) | 0 | (29,309,210) | $ 437 | $ 0 |
Beginning Balance (in Shares) at Dec. 31, 2021 | 4,375,000 | 0 | |||
Net income (loss) | 4,578,038 | ||||
Ending Balance at Jun. 30, 2022 | (24,991,523) | 0 | (24,991,960) | $ 437 | $ 0 |
Ending Balance (in Shares) at Jun. 30, 2022 | 4,375,000 | 0 | |||
Beginning Balance at Mar. 31, 2022 | (22,073,046) | 0 | (22,073,483) | $ 437 | $ 0 |
Beginning Balance (in Shares) at Mar. 31, 2022 | 4,375,000 | 0 | |||
Accretion of/Increase in Class A ordinary shares subject to possible redemption | (260,788) | (260,788) | |||
Net income (loss) | (2,657,689) | (2,657,689) | |||
Ending Balance at Jun. 30, 2022 | $ (24,991,523) | $ 0 | $ (24,991,960) | $ 437 | $ 0 |
Ending Balance (in Shares) at Jun. 30, 2022 | 4,375,000 | 0 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||||||
Net income (loss) | $ (2,657,689) | $ 1,961,467 | $ (9,090,842) | $ 4,578,038 | $ 5,461,619 | $ (3,656,255) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||
General and administrative expenses paid by related party | 88,206 | |||||
General and administrative expenses paid by Sponsor under note payable | 62,017 | 88,206 | ||||
General and administrative expenses paid by Sponsor under due to related party | 1,260,776 | |||||
Financing cost - derivative warrant liabilities | 469,465 | |||||
Interest income on investments held in Trust Account | (30,689) | (258,983) | (51,448) | (71,118) | ||
Change in fair value of derivative warrant liabilities | 787,500 | (3,990,000) | 7,980,000 | (8,347,500) | (7,695,000) | (2,212,500) |
Changes in operating assets and liabilities: | ||||||
Prepaid expenses | (764,798) | 260,674 | 254,347 | 327,327 | ||
Accounts payable | 4,291 | 8,952 | 1,679,693 | 1,731,953 | ||
Accrued expenses | 109,780 | 2,851,690 | 138,257 | 2,762,665 | ||
Due to related party | 303,680 | |||||
Net cash used in operating activities | (603,449) | (124,326) | (1,029,722) | |||
Cash Flows from Investing Activities: | ||||||
Cash Deposited In Trust Account | (175,000,000) | |||||
Net cash used in investing activities | (175,000,000) | |||||
Cash Flows from Financing Activities: | ||||||
Proceeds received from initial public offering | 175,000,000 | |||||
Proceeds from settlement of receivable from related party | 323,486 | 323,486 | ||||
Repayment of note payable to related party | (175,626) | (175,626) | ||||
Proceeds received from private placement | 1,500,000 | |||||
Net cash provided by financing activities | 175,000,000 | 147,860 | 1,647,860 | |||
Net (decrease) increase in cash | 0 | (603,449) | 23,534 | 618,138 | ||
Cash - beginning of the period | 0 | 618,138 | 0 | 0 | ||
Cash - end of the period | $ 14,689 | $ 23,534 | 0 | $ 14,689 | $ 23,534 | $ 618,138 |
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | ||||||
Prepaid Expenses Paid By Sponsor In Exchange For Issuance Of Class B Ordinary Shares | 25,000 | |||||
Offering Costs Included In Accrued Expenses | 70,000 | |||||
Offering costs included in note payable - related party | 113,610 | |||||
Offering Costs Included In Due To Related Party | 327,532 | |||||
Deferred Underwriting Commissions In Connection With The Initial Public Offering | 6,125,000 | |||||
Gross Proceeds Received From Private Placement Held In Sponsors Bank Account | 550,000 | |||||
Offering Costs Paid By Sponsor Out Of Proceeds Received From Private Placement | $ 3,500,000 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Duddell Street Acquisition Corp. (now known as FiscalNote Holdings, Inc.) (the “Company” or “DSAC”) was a blank check company incorporated as a Cayman Islands exempted company on August 28, 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. Domestication and Business Combination DSAC (and, after the Domestication as described below, “New DSAC”) previously entered into an agreement and plan of merger, dated as of November 7, 2021 (as amended by the First Amendment to Agreement and Plan of Merger, dated as of May 9, 2022, the “Business Combination Agreement”), by and among DSAC, Grassroots Merger Sub, Inc., a wholly owned subsidiary of DSAC (“Merger Sub”), and FiscalNote Intermediate Holdco, Inc. (formerly FiscalNote Holdings, Inc.), a Delaware corporation (“Old FiscalNote”). On July 28, 2022, as contemplated by the Business Combination Agreement, DSAC filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of Delaware, pursuant to which DSAC was domesticated and continued as a Delaware corporation, under the name of “FiscalNote Holdings, Inc.” (the “Domestication”). As a result of, and upon the effective time of the Domestication, among other things, (i) each of the issued and outstanding Class A ordinary shares, par value $0.0001 per share, and each of the issued and outstanding Class B ordinary shares, par value $0.0001 per share, of DSAC converted into one share of Class A common stock, par value $0.0001 per share, of New DSAC (the “New DSAC Class A common stock”); (ii) each issued and outstanding whole warrant of DSAC (the “DSAC warrants”) automatically converted into a warrant to purchase one share of New DSAC Class A common stock (the “New DSAC warrants”) at an exercise price of $11.50 per share on the terms and conditions set forth in the warrant agreement, dated October 28, 2020, between DSAC and Continental Stock Transfer & Trust Company, as warrant agent (the “DSAC Warrant Agreement”); and (iii) each of the issued and outstanding units of DSAC that had not been previously separated into the underlying DSAC Class A ordinary shares and underlying DSAC warrants prior to the Domestication upon the request of the holder thereof was cancelled and entitled the holder thereof to one share of New DSAC Class A common stock and one-half of one New DSAC warrant representing the right to purchase one share of New DSAC Class A Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the DSAC Warrant Agreement. On July 29, 2022 (the “Closing Date”), as contemplated by the Business Combination Agreement, New DSAC consummated the merger transaction contemplated by the Business Combination Agreement (the “Closing”), whereby Merger Sub merged with and into Old FiscalNote, the separate corporate existence of Merger Sub ceasing and Old FiscalNote being the surviving corporation and a wholly owned subsidiary of New DSAC (the “Merger” and, together with the Domestication, the “Business Combination”). In connection with the consummation of the Business Combination, New DSAC changed its name to “FiscalNote Holdings, Inc.” (“New FiscalNote”). The shares of New DSAC Class A common stock and New DSAC warrants described above became Class A common stock of New FiscalNote and New FiscalNote warrants, respectively, upon consummation of the Merger. Pursuant to the Business Combination Agreement, DSAC acquired all of the outstanding equity interests of Old FiscalNote, other than dissenting shares, in exchange for Per Share Merger Consideration in the form of common stock of New FiscalNote (“New FiscalNote common stock”), plus Per Share Earnout Consideration subject to each Triggering Event. Old FiscalNote stockholders received consideration in the form of shares of Class A common stock, par value $0.0001 per share, of New FiscalNote (“New FiscalNote Class A common stock”) and/or Class B common stock, par value $0.0001 per share, of New FiscalNote, as determined in accordance with the Business Combination Agreement. Following the Domestication and immediately prior to the consummation of the Business Combination, the holders of outstanding DSAC Class A ordinary shares that did not elect to redeem their shares received a distribution of 0.57 shares of New FiscalNote Class A common stock (the “Bonus Shares”) for each share of New DSAC Class A common stock received in the Domestication. Certain affiliates of the Duddell Street Holdings Limited, a Delaware limited liability company (the “Sponsor”) also received Bonus Shares for each share of New DSAC Class A common stock for which they subscribed pursuant to the Backstop Agreement described herein. The issuances of the Bonus Shares triggered adjustments to the previously outstanding DSAC warrants pursuant to the DSAC Warrant Agreement. Each previously outstanding DSAC warrant (including DSAC warrants held by the Sponsor and its affiliates) adjusted to 1.571 DSAC warrants in proportion to the 10,000,000 share increase in the outstanding shares of New FiscalNote Class A common stock as a result of the issuances of the Bonus Shares, and the exercise price of each DSAC warrant was adjusted to $7.32 per share. In connection with the Business Combination, holders of 11,408,314 shares of DSAC’s Class A ordinary shares sold in its initial public offering properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from DSAC’s initial public offering, calculated as of the Closing Date, or approximately $10.00 per share and $114.3 million in the aggregate. Accordingly, affiliates of the Sponsor purchased 11,408,314 shares of New DSAC Class A common stock for $114.3 million pursuant to the Backstop Agreement immediately prior to Closing. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement. Sponsor Agreement In connection with the execution of the Business Combination Agreement, the Sponsor entered into an agreement (the “Sponsor Agreement”) with Old FiscalNote and DSAC pursuant to which the Sponsor agreed, among other things, (i) not to redeem any ordinary shares in DSAC owned by it in connection with the Business Combination, (ii) to vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Merger) and (iii) to waive any adjustment to the conversion ratio set forth in DSAC’s amended and restated memorandum and articles of association with respect to the Class B ordinary shares of DSAC held by the Sponsor, in each case, on the terms and subject to the conditions set forth in the Sponsor Agreement. In addition, the Sponsor agreed that (i) all equity interests of DSAC held by the Sponsor immediately after the Effective Time (the “Restricted Securities”) will be subject to a lockup of 180 Voting and Support Agreement In connection with the execution of the Business Combination Agreement, certain stockholders of Old FiscalNote (collectively, the “Voting Stockholders”) entered into voting and support agreements (collectively, the “Voting and Support Agreement”) with DSAC and Old FiscalNote, pursuant to which the Voting Stockholders agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) a lockup of all equity interests of New FiscalNote held by such Voting Stockholder immediately after the Effective Time for a period of 180 days from the Effective Time (or 12 months, in the case of the Co-Founders) Backstop Agreement In connection with the execution of the Business Combination Agreement, DSAC and certain investment funds affiliated to the Sponsor, including Maso Capital Investments Limited, Blackwell Partners LLC — Series A, and Star V Partners LLC (collectively, the “Backstop Parties”) entered into that certain Backstop Agreement, dated as of November 7, 2021 (as amended by the First Amendment to the Backstop Agreement, dated May 9, 2022, the “Backstop Agreement”) whereby the Backstop Parties agreed, subject to the other terms and conditions included therein, at the Closing, to subscribe for shares of New DSAC Class A common stock in order to fund redemptions by shareholders of DSAC in connection with the Business Combination, in an amount equal to the amount paid out of the Trust Account of DSAC to honor duly exercised redemption rights of up to $175,000,000. The Backstop Parties are additionally entitled to receive Bonus Shares for each share of New DSAC Class A common stock for which they subscribed pursuant to the Backstop Agreement. Registration Rights Agreement In connection with the Closing, New FiscalNote entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”) among New FiscalNote, the Sponsor, and certain New FiscalNote stockholders. Pursuant to the Registration Rights Agreement, New FiscalNote will, among other matters, be required to register for resale securities held by the stockholders party thereto. In addition, the holders have certain customary “piggyback” registration rights with respect to registrations initiated by New FiscalNote. New FiscalNote will bear the expenses incurred in connection with the filing of any registration statements pursuant to the Registration Rights Agreement. Indemnification Agreements On the Closing Date, New FiscalNote entered into indemnification agreements with each of its directors and executive officers. Each indemnification agreement provides for indemnification and advancements by New FiscalNote of certain expenses and costs relating to claims, suits or proceedings arising from each director or executive officer’s service to New FiscalNote, or, at New FiscalNote’s request, service to other entities, as officers or directors to the maximum extent permitted by applicable law. Second Amended and Restated Credit and Guaranty Agreement On the Closing Date, FiscalNote, Inc. entered into that certain second amended and restated credit and guaranty agreement (the “Credit Agreement”), with Runway Growth Finance Corp., as administrative agent and collateral agent, the lenders party thereto, and Runway Growth Finance Corp. and Orix Growth Capital LLC, as joint lead arrangers and joint bookrunners, pursuant to which the lenders have made term loans having an aggregate principal balance of $150,000,000. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement. The Credit Agreement contains representations, warranties, covenants, terms and conditions customary for transactions of this type. These include covenants limiting Borrower’s, New FiscalNote’s and each of their subsidiaries’ ability, subject to certain exceptions and baskets, to, among other things, (i) incur indebtedness, (ii) incur liens on their assets, (iii) enter into any transaction of merger, consolidation or amalgamation, liquidate, wind up or dissolve, or dispose of all or substantially all of their property or business, (iv) dispose of any of their property, or, issue or sell any shares of a subsidiary’s stock, (v) make any payment or prepayment for any subordinated indebtedness, pay any earn-out The Credit Agreement contains certain events of default, including, among others, (i) failure to pay, (ii) breach of representations and warranties, (iii) breach of covenants, subject to any cure periods described therein, and (iv) failure to pay principal or interest on any other material debt. If any event of default occurs and is not cured within applicable grace periods set forth in the Credit Agreement or waived, all loans and other obligations could become due and immediately payable and the facility could be terminated. Amendment and Restatement Agreement On the Closing Date, after giving effect to the Closing, New FiscalNote entered into that certain amendment and restatement agreement (the “Restatement Agreement”), with Runway Growth Finance Corp., as administrative agent and collateral agent, and the lenders party thereto. Under the Restatement Agreement, New FiscalNote guaranteed all obligations under the Credit Agreement and granted a security interest on substantially all of its assets, subject to certain customary exceptions. Prior to the Business Combination As of June 30, 2022, the Company had not yet commenced operations. All activity for the period from August 28, 2020 (inception) through June 30, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and the search for and due diligence on a potential target for a Business Combination. The Company’s sponsor is Duddell Street Holdings Limited, a Cayman Islands exempted company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 28, 2020. On November 2, 2020, the Company consummated its Initial Public Offering of 17,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $175.0 million, and incurring offering costs of approximately $10.1 million, inclusive of approximately $6.1 million in deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,500,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of $5.5 million (Note 4). On October 18, 2021, the Company and the Sponsor entered into a purchase agreement whereby the Sponsor agreed to purchase an additional 1,500,000 Private Placement Warrants for aggregate proceeds to the Company of $1.5 million, with each warrant having substantially the same terms as the Private Placement Warrants issued concurrent with the Initial Public Offering. Upon the closing of the Initial Public Offering and the Private Placement, $175.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds 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 its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds were placed in the Trust Account and are intended to be applied generally towards consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended, or the Investment Company Act. The Company will provide its 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 a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and director nominees have agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders have agreed to waive their liquidation rights with respect to the founder shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares (but not with respect to any Public Shares acquired before the Initial Public Offering) 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 funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) 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 share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply 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 vendors, service providers (except 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. | Note 1 — Description of Organization, Business Operations, Going Concern and Basis of Presentation Duddell Street Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 28, 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 (“Business Combination”). As of December 31, 2021, the Company had not yet commenced operations. All activity for the period from August 28, 2020 (inception) through December 31, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and the search for and due diligence on a potential target for a Business Combination. The Company’s sponsor is Duddell Street Holdings Limited, a Cayman Islands exempted company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 28, 2020. On November 2, 2020, the Company consummated its Initial Public Offering of 17,500,000 units (the”Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $175.0 million, and incurring offering costs of approximately $10.1 million, inclusive of approximately $6.1 million in deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,500,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of $5.5 million (Note 4). On October 18, 2021, the Company and the Sponsor entered into a purchase agreement whereby the Sponsor agreed to purchase an additional 1,500,000 Private Placement Warrants for aggregate proceeds to the Company of $1.5 million, with each warrant having substantially the same terms as the Private Placement Warrants issued concurrent with the Initial Public Offering. Upon the closing of the Initial Public Offering and the Private Placement, $175.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds 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 its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds were placed in the Trust Account and are intended to be applied generally towards consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post- transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended, or the Investment Company Act. The Company will provide its 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 a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and director nominees have agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or November 2, 2022, 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 per-share t account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders have agreed to waive their liquidation rights with respect to the founder shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares (but not with respect to any Public Shares acquired before the Initial Public Offering) 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 funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) 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 share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply 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 vendors, service providers (except 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. Proposed Business Combination On November 7, 2021, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Grassroots Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and FiscalNote Holdings, Inc., a Delaware corporation (“FiscalNote”). The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company, Merger Sub and FiscalNote. The Business Combination Agreement provides for, among other things, the following transactions on the closing date: (i) the Company will domesticate as a Delaware corporation (“Newco”, such transaction, the “Domestication”) and, in connection with the Domestication, (A) each then issued and outstanding Class A ordinary share of the Company will convert automatically into one share of Class A common stock of Newco (the “Newco Class A Common Stock”), (B) each then issued and outstanding Class B ordinary share of the Company will convert automatically into one share of Newco Class A Common Stock, and (C) each then issued and outstanding common warrant of the Company will convert automatically into one warrant to purchase one share of Newco Class A Common Stock; and (ii) at least one day after the Domestication, Merger Sub will merge with and into FiscalNote, with FiscalNote as the surviving company in the merger and, after giving effect to such merger, continuing as a whollyowned subsidiary of Newco (the “Merger”). The Domestication, the Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Proposed Business Combination.” The time at which the Merger becomes effective are hereinafter referred to as the “Effective Time.” In connection with the Proposed Business Combination, Newco will adopt a dual class stock structure pursuant to which (i) all stockholders of Newco, other than the existing holders of FiscalNote Class B common stock, will hold shares of Newco Class A Common Stock, which will have one vote per share, and (ii) the existing holders of FiscalNote Class B common stock will hold shares of Class B common stock of Newco (the “Newco Class B Common Stock”), which will have 25 votes per share. The Newco Class B Common Stock will be subject to conversion to Newco Class A Common Stock upon any transfers of Newco Class B Common Stock (except for certain permitted transfers) and subject to certain other customary terms and conditions. The Proposed Business Combination is expected to close in the first quarter of 2022, following the receipt of the required approval by the Company’s and FiscalNote’s shareholders and the fulfillment of other customary closing conditions In accordance with the terms and subject to the conditions of the Business Combination Agreement (i) each share of FiscalNote Class A common stock (other than dissenting shares) will be canceled and converted into the right to receive the applicable portion of the merger consideration comprised of Newco Class A Common Stock, in an amount determined by dividing the quotient of (A) the sum of $1 billion plus the aggregate exercise price payable with respect to vested FiscalNote options and FiscalNote warrants, divided by (B) the total number of issued and outstanding FiscalNote shares, taking into account the total number of shares issued or issuable as a result of any exercise or conversion of all FiscalNote equity securities outstanding immediately prior to the Effective Time (whether issued prior to, at or after the Effective Time), by $10.00 (the “Exchange Ratio”), in accordance with the Business Combination Agreement, (ii) each share of FiscalNote Class B common stock (other than dissenting shares) will be canceled and converted into the right to receive the applicable portion of the merger consideration comprised of Newco Class B Common Stock, as determined pursuant to the Exchange Ratio, (iii) all of the subordinated convertible promissory notes issued by FiscalNote that are outstanding and unconverted immediately prior to the Effective Time will be automatically assumed and converted into a convertible note issued by Newco with a right of conversion into shares of Newco Class A Common Stock, (iv) all of the warrants to purchase FiscalNote Class A common stock or FiscalNote preferred stock outstanding and unexercised or unconverted, as applicable, immediately prior to the Effective Time will be deemed automatically exercised or converted into the right to receive a number of shares of Newco Class A common stock determined in accordance with the Business Combination Agreement, (v) all options to purchase Class A common stock of FiscalNote, vested or unvested, will convert into stock options to purchase shares of Newco Class A Common Stock determined in accordance with the Exchange Ratio, (vi) vested restricted stock units to acquire shares of Class A common stock of FiscalNote will be automatically deemed settled and converted into the right to receive that number of shares of Newco Class A Common Stock determined in the Business Combination Agreement, and (vii) all of the unvested restricted stock units to acquire shares of Class A common stock of FiscalNote outstanding immediately prior to the Effective Time will be automatically assumed and converted into restricted stock units relating to shares of Newco Class A Common Stock, subject to substantially the same terms and conditions as were applicable immediately before the Effective Time. In addition, the Business Combination Agreement contemplates that the holders of common stock, warrants, options and RSUs of FiscalNote outstanding immediately prior to the Effective Time will be entitled to receive earnout consideration in the form of shares of Newco Class A Common Stock and/or restricted stock units of Newco upon occurrence of certain triggering events after the Effective Time as determined in the Business Combination Agreement. Upon consummation of the Proposed Business Combination, the Company will pay financial advisors a fee of $5 million. Sponsor Agreement Concurrently with the execution of the Business Combination Agreement, the Company, the Sponsor, FiscalNote and certain other persons party thereto entered into a sponsor letter agreement (the “Sponsor Agreement”), pursuant to which the Sponsor has agreed, among other things,to (i) not redeem any ordinary shares in the Company owned by it in connection with the Business Combination, (ii) vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Merger) and (iii) waive any adjustment to the conversion ratio set forth in the Company’s amended and restated memorandum and articles of association with respect to the Class B ordinary shares of the Company held by the Sponsor, in each case, on the terms and subject to the conditions set forth in the Sponsor Agreement. In addition, the Sponsor has agreed that (i) all equity interests of Newco held by the Sponsor immediately after the Effective Time (the “Restricted Securities”) will be subject to a lockup of 180 days from the Effective Time and (ii) 50% of each type of the Restricted Securities held by the Sponsor will be subject to a lockup during the period from the date that is 180 days following after the Effective Time and ending on the first anniversary of the Effective Time, in each case, except to the Permitted Transferees as defined in the Sponsor Agreement. PIPE Financing (Private Placement) In connection with the signing of the Business Combination Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors, including affiliates of Sponsor (the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to such investors, on the closing date of, and immediately prior to (but subject to), the Merger, an aggregate of 10,000,000 shares of Newco Class A Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $100,000,000 (the “PIPE Financing”). The Company will pay placement agent fees aggregating 4% of the aggregate gross proceeds from the PIPE financing, upon consummation of the PIPE financing. Voting and Support Agreements Concurrently with the execution of the Business Combination Agreement, certain stockholders of FiscalNote (collectively, the “Voting Stockholders”) entered into a voting and support agreement (collectively, the “Support Agreements”) with the Company and FiscalNote, pursuant to which each Voting Stockholder has agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) a lockup of all equity interests of Newco held by such Voting Stockholder immediately after the Effective Time for a period of 180 days from the Effective Time (or 12 months, in the case of the Company’s co-founders), Registration Rights Agreement At the closing of the Business Combination, Newco, the Sponsor, the Backstop Purchasers (as defined below) and certain other holders of Newco Class A Common Stock will enter into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) pursuant to which, among other matters, certain stockholders of the Company and FiscalNote will be granted certain customary demand and “piggy-back” registration rights with respect to their respective shares of Newco Class A Common Stock. Backstop Agreement In connection with the signing of the Business Combination Agreement, the Company and certain affiliates of the Sponsor (the “Backstop Purchasers”) entered into a backstop agreement (the “Backstop Agreement”) whereby the Backstop Purchasers have agreed, subject to the other terms and conditions included therein, at the BPS Closing (as defined in the Backstop Agreement), to subscribe for Newco Class A Common Stock in order to fund any redemptions by shareholders of the Company in connection with the Business Combination, in an amount of up to $175,000,000 (the “Sponsor Backstop”). Liquidity and Going Concern As of December 31, 2021, the Company had cash of approximately $618,000 and a working capital deficit of approximately $3.6 million. The Company’s liquidity needs through December 31, 2021 have been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the founder shares (as defined below), the loan under the Note of approximately $176,000 (see Note 5) to the Company, and the net proceeds from the consummation of the Initial Public Offering and the Private Placement of $2.0 million. On October 18, 2021, the Company and the Sponsor entered into a warrant purchase agreement whereby the Sponsor agreed to purchase an additional 1,500,000 Private Placement Warrants for aggregate proceeds to the Company of $1.5 million. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, Over this time period, the Company will be using funds not held in the Trust account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K Liquidity and Capital Resources As of June 30, 2022, the Company had cash of approximately $15,000 and a working capital deficit of approximately $7.6 million. The Company’s liquidity needs through June 30, 2022 have been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the founder shares (as defined below), the loan under the Note of approximately $176,000 (see Note 5) to the Company, and the net proceeds from the consummation of the Initial Public Offering and the Private Placement of $2.0 million. On October 18, 2021, the Company and the Sponsor entered into a warrant purchase agreement whereby the Sponsor agreed to purchase an additional 1,500,000 Private Placement Warrants for aggregate proceeds to the Company of $1.5 million. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of June 30, 2022, there were no amounts outstanding under any Working Capital Loans. Until the consummation of the Business Combination, the Company used the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. On July 29, 2022, the Company consummated the aforementioned Business Combination and closed the related financing agreements. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the unaudited consolidated 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 condensed consolidated financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ 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. As of June 30, 2022 and December 31, 2021, the Company did not have any cash equivalents. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000, and investments held in the Trust Account. At June 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in Trust Account As of June 30, 2022, the Company’s portfolio of investments was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed consolidated balance sheets. Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating non-current Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021, 17,500,000 Class A ordinary shares subject to possible redemption, respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated balance sheets. Effective with the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount, which resulted in charges against additional paid-in Income Taxes FASB ASC Topic 740, “Income Taxes,” 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 There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary shares does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 15,750,000 ordinary shares in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and six months ended June 30, 2022 and 2021. Remeasurement associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ (2,126,151 ) $ (531,538 ) $ 1,569,174 $ 392,293 Denominator: Basic and diluted weighted average ordinary shares outstanding 17,500,000 4,375,000 17,500,000 4,375,000 Basic and diluted net income (loss) per ordinary share $ (0.12 ) $ (0.12 ) $ 0.09 $ 0.09 For the Six Months Ended For the Six Months Ended Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 3,662,430 $ 915,608 $ 4,369,295 $ 1,092,324 Denominator: Basic and diluted weighted average ordinary shares outstanding 17,500,000 4,375,000 17,500,000 4,375,000 Basic and diluted net income per ordinary share $ 0.21 $ 0.21 $ 0.25 $ 0.25 Recent Accounting Pronouncements 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 consolidated financial statements. | Note 2 — Summary of Significant Accounting Policies Basis of presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the consolidated 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 consolidated financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ 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. As of December 31, 2021 and 2020, the Company did not have any cash equivalents. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000, and investments held in the Trust Account. At December 31, 2021 and 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the consolidated balance sheets. Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating non-current Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 17,500,000 Class A ordinary shares subject to possible redemption, respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated balance sheets. Effective with the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount, which resulted in charges against additional paid-in Income Taxes FASB ASC Topic 740, “Income Taxes,” 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 only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net loss per ordinary share is calculated by dividing the net loss by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net loss per ordinary shares does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 15,750,000 ordinary shares in the calculation of diluted loss per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per share is the same as basic net loss per share for the year ended December 31, 2021 and for the period from August 28, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Initial Public Offering | ||
Initial Public Offering | Note 3—Initial Public Offering On November 2, 2020, the Company consummated its Initial Public Offering of 17,500,000 Units, at $10.00 per Unit, generating gross proceeds of $175.0 million, and incurring offering costs of approximately $10.1 million, inclusive of approximately $6.1 million in deferred underwriting commissions. Of the 17,500,000 Units sold in the Initial Public Offering, 4,000,000 Units were purchased by certain funds affiliated with the Sponsor (the “Affiliated Units”). Each Unit consists of one Class A ordinary share and one 11.50 | Note 3 — Initial Public Offering On November 2, 2020, the Company consummated its Initial Public Offering of 17,500,000 Units, at $10.00 per Unit, generating gross proceeds of $175.0 million, and incurring offering costs of approximately $10.1 million, inclusive of approximately $6.1 million in deferred underwriting commissions. Of the 17,500,000 Units sold in the Initial Public Offering, 4,000,000 Units were purchased by certain funds affiliated with the Sponsor (the “Affiliated Units”). Each Unit consists of one Class A ordinary share and one-half one |
Private Placements
Private Placements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Private Placements | ||
Private Placements | Note 4—Private Placements Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,500,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of $5.5 million. On October 18, 2021, the Company and the Sponsor entered into a warrants purchase agreement whereby the Sponsor agreed to purchase an aggregate of 1,500,000 Private Placement Warrants for aggregate proceeds to the Company of $1.5 million, with each warrant having substantially the same terms as the Private Placement Warrants issued concurrent with the Initial Public Offering. Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. | Note 4 — Private Placements Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,500,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of $5.5 million. On October 18, 2021, the Company and the Sponsor entered into a warrants purchase agreement whereby the Sponsor agreed to purchase an aggregate of 1,500,000 Private Placement Warrants for aggregate proceeds to the Company of $1.5 million, with each warrant having substantially the same terms as the Private Placement Warrants issued concurrent with the Initial Public Offering. Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 5—Related Party Transactions Founder Shares On August 31, 2020, the Initial Shareholders paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 5,031,250 Class B ordinary shares (the “founder shares”). The Sponsor agreed to surrender for no consideration 656,250 founder shares when the option to purchase additional units was not exercised by the underwriters. The Sponsor transferred 25,000 of its founder shares to each of Marc Holtzman and Bradford Allen and 300,000 of its founder shares to Peter Lee Coker Jr., the three independent directors at that time. All of the transferred founder shares are subject to vesting upon closing of an initial Business Combination. The Company will recognize the compensation cost at fair value for the transferred shares upon the consummation of a business combination. These 350,000 shares were not subject to forfeiture when the underwriters’ over-allotment option was not exercised. On May 24, 2021, Mr. Coker resigned and as a result forfeited all of his 300,000 founder shares that the Sponsor had previously transferred to him and assigned and transferred such founder shares to the Sponsor for no consideration in connection with his resignation. The Initial Shareholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Due To Related Party As of June 30, 2022, the Company had a payable of $0.3 million due to an affiliate of the Sponsor, resulting from the affiliate paying certain costs on behalf of the Company. Related Party Loans On August 28, 2020, the Sponsor agreed to loan the Company up to $250,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay such Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of June 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. | Note 5 — Related Party Transactions Founder Shares On August 31, 2020, the Initial Shareholders paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 5,031,250 Class B ordinary shares (the “founder shares”). The Sponsor agreed to surrender for no consideration 656,250 founder shares when the option to purchase additional units was not exercised by the underwriters. The Sponsor transferred 25,000 of its founder shares to each of Marc Holtzman The Initial Shareholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Due To/ From Related Party As of December 31, 2020, the Company had a net receivable of $0.4 million due from an affiliate of the Sponsor, which was comprised of $2.0 million net proceeds from the consummation of the Initial Public Offering and the Private Placement held in the bank account of an affiliate of the Sponsor, and an aggregate amount due to the same affiliate of the Sponsor of approximately $1.6 million for expenses paid on behalf of the Company. The net amount was settled with the affiliate of the Sponsor in March 2021. Related Party Loans On August 28, 2020, the Sponsor agreed to loan the Company up to $250,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay such Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021 and 2020, the Company had no borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 6—Commitments and Contingencies Registration and Shareholder Rights The holders of the founder shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and underlying shares) 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 registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $3.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $6.1 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. | Note 6 — Commitments and Contingencies Registration and Shareholder Rights The holders of the founder shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and underlying shares) 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 registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $3.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $6.1 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | ||
Class A Ordinary Shares Subject to Possible Redemption | Note 7 Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 180,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of June 30, 2022 and December 31, 2021, there were 17,500,000 Class A ordinary shares outstanding, which were all subject to possible redemption and classified outside of permanent equity in the condensed consolidated balance sheets. The Class A ordinary shares subject to possible redemption reflected on the condensed consolidated balance sheets are reconciled on the following table: Gross Proceeds $ 175,000,000 Less: Proceeds allocated to Public Warrants (7,875,000 ) Class A ordinary shares issuance costs (9,666,677 ) Plus: Remeasurement adjustment on carrying value to redemption value 17,541,677 Class A ordinary shares subject to possible redemption at December 31, 2021 $ 175,000,000 Increase in Class A ordinary shares subject to possible redemption 260,788 Class A ordinary shares subject to possible redemption at June 30, 2022 $ 175,260,788 | Note 7 — Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 180,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021 and 2020, there were 17,500,000 Class A ordinary shares outstanding, which were all subject to possible redemption and classified outside of permanent equity in the consolidated balance sheets. The Class A ordinary shares subject to possible redemption reflected on the consolidated balance sheets are reconciled on the following table: Gross Proceeds $ 175,000,000 Less: Proceeds allocated to Public Warrants (7,875,000 ) Class A ordinary shares issuance costs (9,666,677 ) Plus: Remeasurement adjustment on redeemable common stock 17,541,677 Class A ordinary shares subject to possible redemption $ 175,000,000 |
Shareholders' Deficit
Shareholders' Deficit | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Shareholders' Deficit | Note 8—Shareholders’ Deficit Preference Shares Class A Ordinary Shares —The Company is authorized to issue Class A ordinary shares with a par value of $ per share. Holders of the Company’s Class A ordinary shares are entitled to vote for each share. At June 30, 2022 and December 31, 2021, there were 17,500,000 Class A ordinary shares issued and outstanding, all of which are subject to possible redemption and therefore classified as temporary equity in the accompanying condensed consolidated balance sheets (see Note 7). Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one sub-divisions, one-for-one | Note 8 — Shareholders’ Deficit Preference Shares — Class A Ordinary Shares — Class B Ordinary Shares — Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one sub-divisions, , excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Derivative Warrant Liabilities | ||
Derivative Warrant Liabilities | Note 9—Derivative Warrant Liabilities As of June 30, 2022 and December 31, 2021, the Company had an aggregate of 15,750,000 warrants outstanding, comprised of 8,750,000 Public Warrants and 7,000,000 Private Placement Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, 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” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any founder shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination, and (z) the volume-weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company completes its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. 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 exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading sub-divisions, The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day 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 Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, • if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. | Note 9 — Derivative Warrant Liabilities As of December 31, 2021, the Company had 8,750,000 Public Warrants and 7,000,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a) (9) of the Securities Act or another exemption. Notwithstanding the above, 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” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any founder shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination, and (z) the volume-weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company completes its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. 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 exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable 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 last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading sub- The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: • 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 Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, • if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Note 10—Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of June 30, 2022 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account $ 175,360,788 $ — $ — $ 175,360,788 Liabilities Derivative public warrant liabilities 6,300,000 — — 6,300,000 Derivative private warrant liabilities — 5,040,000 — 5,040,000 Total Liabilities $ 6,300,000 $ 5,040,000 $ — $ 11,340,000 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account $ 175,101,805 $ — $ — $ 175,101,805 Liabilities Derivative public warrant liabilities 10,937,500 — — 10,937,500 Derivative private warrant liabilities — 8,750,000 — 8,750,000 Total Liabilities $ 10,937,500 $ 8,750,000 $ — $ 19,687,500 Level 1 assets include investments in money market funds or U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. For the Public Warrants issued in connection with the Public Offering, the traded market price was used as fair value. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a level 2 measurement in July 2021, as the key inputs to the valuation model became directly or indirectly observable from the Public Warrants listed price. The Private Placement Warrants were measured at fair value using a Monte Carlo simulation model prior to July 2021. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon | Note 10 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 175,101,805 $ — $ — $ 175,101,805 Liabilities: Derivative public warrant liabilities 10,937,500 — — 10,937,500 Derivative private warrant liabilities — 8,750,000 — 8,750,000 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 175,030,689 $ — $ — $ 175,030,689 Liabilities: Derivative public warrant liabilities 12,775,000 — — 12,775,000 Derivative private warrant liabilities — — 8,030,000 8,030,000 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a level 2 measurement in July 2021, as the key inputs to the valuation model became directly or indirectly observable from the Public Warrants listed price. Level 1 assets include investments in money market funds or U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. For the Public Warrants issued in connection with the Public Offering, the traded market price was used as fair value. The Private Placement Warrants were measured at fair value using a Monte Carlo simulation model prior to July 2021. The estimated fair value of the Private Placement Warrants was determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero- The following table provides quantitative information regarding Level 3 fair value measurements inputs: As of Option term (in years) 6.34 Volatility 21.50 % Risk-free interest rate 0.55 % Expected dividends — Exercise Price 11.50 The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the year ended December 31, 2021 is summarized as follows: As of Derivative warrant liabilities at January 1, 2021 – Level 3 $ 8,030,000 Change in fair value of derivative warrant liabilities – Level 3 (4,345,000 ) Transfer of Private warrants to Level 2 (3,685,000 ) Derivative warrant liabilities at December 31, 2021 – Level 3 $ — |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 11—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any events that require disclosure in the condensed consolidated financial statements. On July 29, 2022, the Company and FiscalNote Holdings, Inc. consummated the transactions contemplated by the Business Combination Agreement. (see Note 1). | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements which have not previously been disclosed within the consolidated financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K | Basis of presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Liquidity and Capital Resources | Liquidity and Capital Resources As of June 30, 2022, the Company had cash of approximately $15,000 and a working capital deficit of approximately $7.6 million. The Company’s liquidity needs through June 30, 2022 have been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the founder shares (as defined below), the loan under the Note of approximately $176,000 (see Note 5) to the Company, and the net proceeds from the consummation of the Initial Public Offering and the Private Placement of $2.0 million. On October 18, 2021, the Company and the Sponsor entered into a warrant purchase agreement whereby the Sponsor agreed to purchase an additional 1,500,000 Private Placement Warrants for aggregate proceeds to the Company of $1.5 million. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of June 30, 2022, there were no amounts outstanding under any Working Capital Loans. Until the consummation of the Business Combination, the Company used the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. On July 29, 2022, the Company consummated the aforementioned Business Combination and closed the related financing agreements. | |
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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the unaudited consolidated 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 condensed consolidated financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of the consolidated 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 consolidated financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ 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. As of June 30, 2022 and December 31, 2021, the Company did not have any 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. As of December 31, 2021 and 2020, the Company did not have any cash equivalents. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000, and investments held in the Trust Account. At June 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000, and investments held in the Trust Account. At December 31, 2021 and 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Investments Held in Trust Account | Investments Held in Trust Account As of June 30, 2022, the Company’s portfolio of investments was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
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 the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed consolidated balance sheets. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the consolidated balance sheets. |
Fair Value Measurement | Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices 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. | Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating non-current | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating non-current |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021, 17,500,000 Class A ordinary shares subject to possible redemption, respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated balance sheets. Effective with the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount, which resulted in charges against additional paid-in | Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 17,500,000 Class A ordinary shares subject to possible redemption, respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated balance sheets. Effective with the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount, which resulted in charges against additional paid-in |
Income Taxes | Income Taxes FASB ASC Topic 740, “Income Taxes,” 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 There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes FASB ASC Topic 740, “Income Taxes,” 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 only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary shares does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 15,750,000 ordinary shares in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and six months ended June 30, 2022 and 2021. Remeasurement associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ (2,126,151 ) $ (531,538 ) $ 1,569,174 $ 392,293 Denominator: Basic and diluted weighted average ordinary shares outstanding 17,500,000 4,375,000 17,500,000 4,375,000 Basic and diluted net income (loss) per ordinary share $ (0.12 ) $ (0.12 ) $ 0.09 $ 0.09 For the Six Months Ended For the Six Months Ended Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 3,662,430 $ 915,608 $ 4,369,295 $ 1,092,324 Denominator: Basic and diluted weighted average ordinary shares outstanding 17,500,000 4,375,000 17,500,000 4,375,000 Basic and diluted net income per ordinary share $ 0.21 $ 0.21 $ 0.25 $ 0.25 | Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net loss per ordinary share is calculated by dividing the net loss by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net loss per ordinary shares does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 15,750,000 ordinary shares in the calculation of diluted loss per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per share is the same as basic net loss per share for the year ended December 31, 2021 and for the period from August 28, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 consolidated financial statements. | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares | For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ (2,126,151 ) $ (531,538 ) $ 1,569,174 $ 392,293 Denominator: Basic and diluted weighted average ordinary shares outstanding 17,500,000 4,375,000 17,500,000 4,375,000 Basic and diluted net income (loss) per ordinary share $ (0.12 ) $ (0.12 ) $ 0.09 $ 0.09 For the Six Months Ended For the Six Months Ended Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 3,662,430 $ 915,608 $ 4,369,295 $ 1,092,324 Denominator: Basic and diluted weighted average ordinary shares outstanding 17,500,000 4,375,000 17,500,000 4,375,000 Basic and diluted net income per ordinary share $ 0.21 $ 0.21 $ 0.25 $ 0.25 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | ||
Schedule of Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet | The Class A ordinary shares subject to possible redemption reflected on the condensed consolidated balance sheets are reconciled on the following table: Gross Proceeds $ 175,000,000 Less: Proceeds allocated to Public Warrants (7,875,000 ) Class A ordinary shares issuance costs (9,666,677 ) Plus: Remeasurement adjustment on carrying value to redemption value 17,541,677 Class A ordinary shares subject to possible redemption at December 31, 2021 $ 175,000,000 Increase in Class A ordinary shares subject to possible redemption 260,788 Class A ordinary shares subject to possible redemption at June 30, 2022 $ 175,260,788 | The Class A ordinary shares subject to possible redemption reflected on the consolidated balance sheets are reconciled on the following table: Gross Proceeds $ 175,000,000 Less: Proceeds allocated to Public Warrants (7,875,000 ) Class A ordinary shares issuance costs (9,666,677 ) Plus: Remeasurement adjustment on redeemable common stock 17,541,677 Class A ordinary shares subject to possible redemption $ 175,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of fair value on a recurring basis | Fair Value Measured as of June 30, 2022 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account $ 175,360,788 $ — $ — $ 175,360,788 Liabilities Derivative public warrant liabilities 6,300,000 — — 6,300,000 Derivative private warrant liabilities — 5,040,000 — 5,040,000 Total Liabilities $ 6,300,000 $ 5,040,000 $ — $ 11,340,000 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account $ 175,101,805 $ — $ — $ 175,101,805 Liabilities Derivative public warrant liabilities 10,937,500 — — 10,937,500 Derivative private warrant liabilities — 8,750,000 — 8,750,000 Total Liabilities $ 10,937,500 $ 8,750,000 $ — $ 19,687,500 | Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 175,101,805 $ — $ — $ 175,101,805 Liabilities: Derivative public warrant liabilities 10,937,500 — — 10,937,500 Derivative private warrant liabilities — 8,750,000 — 8,750,000 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 175,030,689 $ — $ — $ 175,030,689 Liabilities: Derivative public warrant liabilities 12,775,000 — — 12,775,000 Derivative private warrant liabilities — — 8,030,000 8,030,000 |
Schedule of quantitative information regarding Level 3 fair value measurements | As of Option term (in years) 6.34 Volatility 21.50 % Risk-free interest rate 0.55 % Expected dividends — Exercise Price 11.50 | |
Schedule of change in the fair value of the derivative warrant liabilities | As of Derivative warrant liabilities at January 1, 2021 – Level 3 $ 8,030,000 Change in fair value of derivative warrant liabilities – Level 3 (4,345,000 ) Transfer of Private warrants to Level 2 (3,685,000 ) Derivative warrant liabilities at December 31, 2021 – Level 3 $ — |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 6 Months Ended | 12 Months Ended | ||||||||||||||
Jul. 29, 2022 USD ($) $ / shares shares | May 09, 2022 USD ($) | Oct. 18, 2021 USD ($) shares | Nov. 02, 2020 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) Vote $ / shares | Jun. 30, 2022 USD ($) Vote $ / shares | Jun. 30, 2022 USD ($) item Vote $ / shares | Jun. 30, 2022 USD ($) Vote $ / shares | Jun. 30, 2022 USD ($) ITEM Vote $ / shares | Dec. 31, 2021 USD ($) $ / shares shares | Jul. 28, 2022 $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2021 | Dec. 31, 2021 VOTE | Dec. 31, 2021 Vote | Dec. 31, 2020 $ / shares | |
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Offering costs | $ 10,100,000 | |||||||||||||||
Deferred underwriting commissions | 6,100,000 | |||||||||||||||
Proceeds received from private placement | $ 1,500,000 | |||||||||||||||
Maturity, government securities held in Trust | 185 days | |||||||||||||||
Minimum percentage of trust account required for business combination | 80% | |||||||||||||||
Redeem shares (in Dollars per share) | $ / shares | $ 10 | |||||||||||||||
Seeking redemption rights percentage | 20% | |||||||||||||||
Exercise price | $ / shares | $ 7.32 | $ 11.5 | $ 11.5 | $ 11.5 | $ 11.5 | $ 11.5 | ||||||||||
Gross Proceeds | $ 175,000,000 | $ 5,500,000 | ||||||||||||||
Net intangible assets | $ 5,000,001 | |||||||||||||||
Threshold period from closing of public offering the company is obligated to complete business combination | 24 months | |||||||||||||||
Threshold business days for redemption of public shares | 10 days | |||||||||||||||
Trust account, description | In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). | |||||||||||||||
Dissolution expenses | $ 100,000 | |||||||||||||||
Number of warrants issued | shares | 1 | |||||||||||||||
Number of votes per share | Vote | 1 | |||||||||||||||
Financial advisors fee | $ 5,000,000 | |||||||||||||||
Cash | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | 618,000 | ||||||||||
Working capital | 7,600,000 | 7,600,000 | 7,600,000 | 7,600,000 | 7,600,000 | 3,600,000 | ||||||||||
Working capital loans | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | ||||||||||
IPO [Member] | ||||||||||||||||
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Consummated sale of units (in Shares) | shares | 17,500,000 | |||||||||||||||
Sale price per share | $ / shares | $ 10 | $ 10 | ||||||||||||||
Gross proceeds from initial public offering | $ 175,000,000 | |||||||||||||||
Offering costs | 10,100,000 | |||||||||||||||
Deferred underwriting commissions | $ 6,100,000 | |||||||||||||||
Maturity, government securities held in Trust | 185 days | |||||||||||||||
Exercise price | $ / shares | $ 11.5 | |||||||||||||||
Net proceeds | $ 175,000,000 | |||||||||||||||
Private Placement [Member] | ||||||||||||||||
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Additional purchase units (in Shares) | shares | 5,500,000 | |||||||||||||||
Proceeds received from private placement | $ 5,500,000 | |||||||||||||||
Proposed public offering number of shares (in Shares) | shares | 5,500,000 | |||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 1 | $ 1 | ||||||||||||||
Initial business combination | ||||||||||||||||
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Condition for future business combination number of businesses minimum | 1 | 1 | ||||||||||||||
Minimum percentage of trust account required for business combination | 80% | |||||||||||||||
Outstanding voting percentage | 50% | 50% | 50% | 50% | 50% | 50% | ||||||||||
Redeem shares (in Dollars per share) | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | |||||||||||
Net tangible assets, minimum | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | |||||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||||||||||||
Interest earned on trust assets usable for dissolution expenses | 100,000 | |||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 10 | |||||||||||||||
Business combination, description | In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) 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 share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply 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”). | |||||||||||||||
Aggregate exercise price payable | $ 1,000,000,000 | |||||||||||||||
Sponsor Warrants Purchase Agreement | ||||||||||||||||
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Proceeds from issuance of warrants | $ 1,500,000 | |||||||||||||||
Number of warrants issued | shares | 1,500,000 | |||||||||||||||
Sponsor Warrants Purchase Agreement | Private Placement [Member] | ||||||||||||||||
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Additional purchase units (in Shares) | shares | 1,500,000 | |||||||||||||||
Proceeds received from private placement | $ 1,500,000 | |||||||||||||||
Agreed to additional warrants purchase | shares | 1,500,000 | |||||||||||||||
Proceeds from issuance of warrants | $ 1,500,000 | |||||||||||||||
Domestication | Warrant [Member] | ||||||||||||||||
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Number of shares converted per each share of common stock | shares | 1 | |||||||||||||||
Business combination agreement | ||||||||||||||||
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Warrants adjusted per each warrant outstanding | 1.571 | |||||||||||||||
Sponsor Agreement | ||||||||||||||||
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Lock up period | 180 days | |||||||||||||||
Percentage of each type of restricted shares subject to lock up | 50% | |||||||||||||||
Credit Agreement | ||||||||||||||||
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Aggregate principal balance | $ 150,000,000 | 150,000,000 | 150,000,000 | $ 150,000,000 | 150,000,000 | |||||||||||
Pipe Financing | ||||||||||||||||
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Percentage of payment agent fee of gross proceeds | 4 | |||||||||||||||
Voting And Support Agreements | ||||||||||||||||
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Threshold period from closing of public offering the company is obligated to complete business combination | 180 days | |||||||||||||||
Threshold trading days to redeem the shares | 12 months | |||||||||||||||
Sponsor | ||||||||||||||||
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Seeking redemption rights percentage | 50% | |||||||||||||||
Threshold period from closing of public offering the company is obligated to complete business combination | 180 days | |||||||||||||||
Working capital loans | $ 25,000 | 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | 25,000 | ||||||||||
Loan amount from sponsor | 176,000 | $ 176,000 | ||||||||||||||
Aggregate expenses | $ 2,000,000 | $ 2,000,000 | ||||||||||||||
Sponsor | Private Placement [Member] | ||||||||||||||||
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Agreed to additional warrants purchase | shares | 1,500,000 | |||||||||||||||
Proceeds from issuance of warrants | $ 1,500,000 | |||||||||||||||
Sponsor | Sponsor Agreement | ||||||||||||||||
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Lock up period | 180 days | |||||||||||||||
Common Class A [Member] | ||||||||||||||||
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Seeking redemption rights percentage | 20% | 20% | 20% | 20% | 20% | |||||||||||
Par value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Exercise price | $ / shares | 0.361 | |||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 12 | $ 12 | $ 12 | $ 12 | $ 12 | $ 12 | ||||||||||
Redeem percentage | 100 | |||||||||||||||
Number of warrants issued | shares | 1 | |||||||||||||||
Number of votes per share | 1 | 1 | 1 | 1 | 1 | 1 | 1 | |||||||||
Common Class A [Member] | Pipe Financing | ||||||||||||||||
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Consummated sale of units (in Shares) | shares | 10,000,000 | |||||||||||||||
Sale price per share | $ / shares | $ 10 | |||||||||||||||
Gross Proceeds | $ 100,000,000 | |||||||||||||||
Common Class A [Member] | Sponsor | ||||||||||||||||
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Condition for future business combination threshold net tangible assets | $ 175,000,000 | |||||||||||||||
Common Class B [Member] | ||||||||||||||||
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Par value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | 0.0001 | $ 0.0001 | ||||||||
Number of warrants issued | shares | 1 | |||||||||||||||
Number of votes per share | 1 | 1 | 1 | 1 | 1 | 25 | ||||||||||
New DSAC Class A common stock | Domestication | ||||||||||||||||
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Par value per share | $ / shares | $ 0.0001 | |||||||||||||||
Number of shares converted per each share of common stock | shares | 1 | |||||||||||||||
Exercise price | $ / shares | $ 11.5 | |||||||||||||||
Agreed to additional warrants purchase | shares | 1 | |||||||||||||||
New DSAC Class A common stock | Domestication | Warrant [Member] | ||||||||||||||||
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Number of shares converted per each share of common stock | shares | 1 | |||||||||||||||
New DSAC Class A common stock | Business combination agreement | IPO [Member] | ||||||||||||||||
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Consummated sale of units (in Shares) | shares | 11,408,314 | |||||||||||||||
Sale price per share | $ / shares | $ 10 | |||||||||||||||
Aggregate proceeds | $ 114,300,000 | |||||||||||||||
New DSAC Class A common stock | Backstop Agreement | ||||||||||||||||
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Amount paid out of the trust account exercise redemption | $ 175,000,000 | |||||||||||||||
New DSAC Class A common stock | Affiliates of the Sponsor | Business combination agreement | IPO [Member] | ||||||||||||||||
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Amount of shares issued | $ 114,300,000 | |||||||||||||||
Number of shares issued | shares | 11,408,314 | |||||||||||||||
New Fiscal Note Class A common stock | Business combination agreement | ||||||||||||||||
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Par value per share | $ / shares | $ 0.0001 | |||||||||||||||
Distributions per share | $ / shares | $ 0.57 | |||||||||||||||
Increase in outstanding shares | shares | 10,000,000 | |||||||||||||||
New Fiscal Note Class B common stock | Business combination agreement | ||||||||||||||||
Description of Organization and Business Operations Basis of Presentation [Line Items] | ||||||||||||||||
Par value per share | $ / shares | $ 0.0001 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies | |||
Cash | $ 15,000 | $ 618,000 | |
Working capital | 7,600,000 | 3,600,000 | |
Working capital loans | $ 0 | $ 0 | |
Maturity term of U.S. government securities | 185 days | 185 days | |
Unrecognized tax benefits | $ 0 | $ 0 | |
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | |
Federal depository insurance coverage (in Dollars) | 250,000 | ||
Sponsor | |||
Basis of Presentation and Summary of Significant Accounting Policies | |||
Working capital loans | 25,000 | 25,000 | |
Loan amount from sponsor | 176,000 | 176,000 | |
Aggregate expenses | $ 2,000,000 | $ 2,000,000 | |
Private Placement Warrants | Sponsor | |||
Basis of Presentation and Summary of Significant Accounting Policies | |||
Number of shares in to which warrants converted | 1,500,000 | ||
Proceeds from issuance of warrants | $ 1,500,000 | ||
Class A ordinary shares | |||
Basis of Presentation and Summary of Significant Accounting Policies | |||
Diluted net income (loss) per ordinary shares | 15,750,000 | 15,750,000 | |
Common stock subject to possible redemption | 17,500,000 | 17,500,000 | |
Class A ordinary shares subject to possible redemption | |||
Basis of Presentation and Summary of Significant Accounting Policies | |||
Shares subject to possible redemption | 17,500,000 | 17,500,000 | 17,500,000 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Class A ordinary shares subject to possible redemption | ||||||
Numerator: | ||||||
Allocation of net income (loss), basic | $ (2,126,151) | $ 1,569,174 | $ 3,662,430 | $ 4,369,295 | ||
Allocation of net income (loss), diluted | $ (2,126,151) | $ 1,569,174 | $ 3,662,430 | $ 4,369,295 | ||
Denominator: | ||||||
Weighted average shares outstanding of ordinary shares, basic | 17,500,000 | 17,500,000 | 17,500,000 | 17,500,000 | ||
Weighted average shares outstanding of ordinary shares, diluted | 17,500,000 | 17,500,000 | 17,500,000 | 17,500,000 | ||
Basic net income (loss) per ordinary share | $ (0.12) | $ 0.09 | $ 0.21 | $ 0.25 | ||
Diluted net income (loss) per ordinary share | $ (0.12) | $ 0.09 | $ 0.21 | $ 0.25 | ||
Class B ordinary shares | ||||||
Numerator: | ||||||
Allocation of net income (loss), basic | $ (531,538) | $ 392,293 | $ 915,608 | $ 1,092,324 | ||
Allocation of net income (loss), diluted | $ (531,538) | $ 392,293 | $ 915,608 | $ 1,092,324 | ||
Denominator: | ||||||
Weighted average shares outstanding of ordinary shares, basic | 4,375,000 | 4,375,000 | 4,375,000 | 4,375,000 | 4,375,000 | 4,375,000 |
Weighted average shares outstanding of ordinary shares, diluted | 4,375,000 | 4,375,000 | 4,375,000 | 4,375,000 | 4,375,000 | 4,375,000 |
Basic net income (loss) per ordinary share | $ (0.12) | $ 0.09 | $ (0.7) | $ 0.21 | $ 0.25 | $ (0.17) |
Diluted net income (loss) per ordinary share | $ (0.12) | $ 0.09 | $ (0.7) | $ 0.21 | $ 0.25 | $ (0.17) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||
Nov. 02, 2020 | Dec. 31, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | Jul. 29, 2022 | |
Initial Public Offering (Details) [Line Items] | |||||
Generating gross proceeds (in Dollars) | $ 175,000,000 | ||||
Deferred underwriting commissions (in Dollars) | $ 6,100,000 | ||||
Exercise price | $ 11.5 | $ 7.32 | |||
IPO [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Initial public offering unit issued | 17,500,000 | ||||
Price per share (in Dollars per share) | $ 10 | ||||
Generating gross proceeds (in Dollars) | $ 175,000,000 | ||||
Offering cost (in Dollars) | $ 10,100,000 | ||||
Exercise price | $ 11.5 | ||||
Sponsor | |||||
Initial Public Offering (Details) [Line Items] | |||||
Initial public offering unit issued | 4,000,000 | ||||
Common Class A [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Exercise price | $ 0.361 | ||||
Common Class A [Member] | IPO [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Number of shares in a unit | 1 | 1 | |||
Number of warrants in a unit | 1 | 1 | |||
Number of shares issuable per warrant |
Private Placements (Details)
Private Placements (Details) - USD ($) | 12 Months Ended | |||
Oct. 18, 2021 | Nov. 02, 2020 | Dec. 31, 2021 | Jun. 30, 2022 | |
Private Placement (Details) [Line Items] | ||||
Gross proceeds private placement warrants | $ 1,500,000 | |||
Number of warrants issued | 1 | |||
Threshold period for not to transfer assign or sell any shares or warrants after completion of initial business combination | 30 days | |||
Sponsor Warrants Purchase Agreement | ||||
Private Placement (Details) [Line Items] | ||||
Number of warrants issued | 1,500,000 | |||
Proceeds from issuance of warrants | $ 1,500,000 | |||
Private Placement [Member] | ||||
Private Placement (Details) [Line Items] | ||||
Aggregate of purchase shares (in Shares) | 5,500,000 | |||
Warrant price | $ 1 | |||
Gross proceeds private placement warrants | $ 5,500,000 | |||
Exercise price | $ 11.5 | $ 11.5 | ||
Threshold period for not to transfer assign or sell any shares or warrants after completion of initial business combination | 30 days | 30 days | ||
Private Placement [Member] | Sponsor Warrants Purchase Agreement | ||||
Private Placement (Details) [Line Items] | ||||
Gross proceeds private placement warrants | 1,500,000 | |||
Proceeds from issuance of warrants | $ 1,500,000 | |||
Common Class A [Member] | ||||
Private Placement (Details) [Line Items] | ||||
Number of warrants issued | 1 | |||
Common Class A [Member] | Private Placement [Member] | ||||
Private Placement (Details) [Line Items] | ||||
Number of shares issuable per warrant | 1 | 1 |
Related Party Transactions (Det
Related Party Transactions (Details) | 6 Months Ended | 12 Months Ended | ||||
May 24, 2021 shares | Aug. 31, 2020 USD ($) shares | Aug. 28, 2020 USD ($) | Jun. 30, 2022 USD ($) Day $ / shares | Dec. 31, 2021 USD ($) Day $ / shares | Dec. 31, 2020 USD ($) | |
Related Party Transactions (Details) [Line Items] | ||||||
Sponsor, description | The Sponsor agreed to surrender for no consideration 656,250 founder shares when the option to purchase additional units was not exercised by the underwriters. | |||||
Due to affiliate | $ 300,000 | $ 1,600,000 | ||||
Warrant price per share (in Dollars per share) | $ / shares | $ 1 | $ 1 | ||||
Working capital loan | $ 1,500,000 | $ 1,500,000 | ||||
Related Party Transactions | 400,000 | |||||
Due from affiliate | 2,000,000 | |||||
Founder shares | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Issuance of aggregate | $ 25,000 | |||||
Number of shares forfeited | shares | 656,250 | |||||
Number of shares not subject to forfeiture when underwriters' over allotment option was not exercised | shares | 350,000 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Day | 20 | 20 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Day | 30 | 30 | ||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||
Common Class B [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Issuance of aggregate shares (in Shares) | shares | 5,031,250 | |||||
Common Class A [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Price per share (in Dollars per share) | $ / shares | $ 12 | $ 12 | ||||
Marc Holtzman | Founder shares | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Number of shares transferred | shares | 25,000 | |||||
Bradford Allen | Founder shares | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Number of shares transferred | shares | 25,000 | |||||
Mr. Coker | Founder shares | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Number of shares forfeited | shares | 300,000 | |||||
Number of shares transferred | shares | 300,000 | |||||
Related Party Loan [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days | ||||
Loan amount | $ 250,000 | |||||
Borrowed amount | $ 176,000 | 176,000 | ||||
Working capital loan | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) item $ / shares | Dec. 31, 2021 USD ($) item $ / shares | |
Commitments and Contingencies Disclosure [Abstract] | ||
Maximum number of demands for registration of securities | item | 3 | 3 |
Underwriting discount | $ / shares | $ 0.2 | $ 0.2 |
Deferred underwriting fees payable | $ | $ 3.5 | $ 3.5 |
Additional unit per share | $ / shares | $ 0.35 | $ 0.35 |
Aggregate deferred underwriting commissions | $ | $ 6.1 | $ 6.1 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 USD ($) Vote $ / shares shares | Dec. 31, 2021 USD ($) | Jul. 28, 2022 $ / shares | Dec. 31, 2021 $ / shares | Dec. 31, 2021 shares | Dec. 31, 2021 VOTE | Dec. 31, 2021 Vote | Dec. 31, 2020 $ / shares shares | |
Temporary Equity [Line Items] | ||||||||
Common shares, votes per share | Vote | 1 | |||||||
Gross Proceeds | $ 175,000,000 | |||||||
Proceeds allocated to Public Warrants | $ (7,875,000) | (7,875,000) | ||||||
Class A ordinary shares issuance costs | (9,666,677) | (9,666,677) | ||||||
Remeasurement adjustment on carrying value to redemption value | 17,541,677 | 17,541,677 | ||||||
Increase in Class A ordinary shares subject to possible redemption | 260,788 | |||||||
Class A ordinary shares subject to possible redemption | $ 175,260,788 | 175,000,000 | ||||||
Class A ordinary shares | ||||||||
Temporary Equity [Line Items] | ||||||||
Number of shares authorized | shares | 180,000,000 | 180,000,000 | 180,000,000 | |||||
Par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common shares, votes per share | 1 | 1 | 1 | |||||
Number of Class A ordinary shares outstanding | shares | 17,500,000 | 17,500,000 | ||||||
Class A ordinary shares subject to possible redemption | ||||||||
Temporary Equity [Line Items] | ||||||||
Number of Class A ordinary shares outstanding | shares | 17,500,000 | 17,500,000 | ||||||
Class A ordinary shares subject to possible redemption | $ 175,000,000 |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares | Jul. 28, 2022 $ / shares | Dec. 31, 2021 shares | Dec. 31, 2021 VOTE | Dec. 31, 2021 Vote | Dec. 31, 2020 $ / shares shares | |
Shareholder's Deficit (Details) [Line Items] | |||||||
Preference shares, authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Preference shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred shares, issued | 0 | 0 | 0 | ||||
Preferred shares, outstanding | 0 | 0 | 0 | ||||
Common shares, votes per share | Vote | 1 | ||||||
Threshold conversion ratio of stock | 1 | 1 | |||||
Class A ordinary shares | |||||||
Shareholder's Deficit (Details) [Line Items] | |||||||
Ordinary shares, authorized | 180,000,000 | 180,000,000 | 180,000,000 | ||||
Par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common shares, votes per share | 1 | 1 | 1 | ||||
Ordinary shares, issued including shares subject to possible redemption | 17,500,000 | 17,500,000 | |||||
Ordinary shares, issued | 0 | 0 | 0 | ||||
Ordinary shares, outstanding | 0 | 0 | 0 | ||||
Threshold conversion ratio of stock | 1 | 1 | |||||
Conversion percentage | 20% | ||||||
Par value per share | $ / shares | $ 0.0001 | $ 0.0001 | 0.0001 | $ 0.0001 | |||
Class B ordinary shares | |||||||
Shareholder's Deficit (Details) [Line Items] | |||||||
Ordinary shares, authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||
Par value | $ / shares | $ 0.0001 | 0.0001 | 0.0001 | $ 0.0001 | |||
Common shares, votes per share | 1 | 25 | |||||
Ordinary shares, issued | 4,375,000 | 4,375,000 | 4,375,000 | ||||
Ordinary shares, outstanding | 4,375,000 | 4,375,000 | 4,375,000 | ||||
Par value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Class B ordinary shares | Sponsor | |||||||
Shareholder's Deficit (Details) [Line Items] | |||||||
Conversion Percentage | 20% | ||||||
Common Class Including Shares Subject To Possible Redemption [Member] | |||||||
Shareholder's Deficit (Details) [Line Items] | |||||||
Ordinary shares, issued | 17,500,000 | 17,500,000 | |||||
Ordinary shares, outstanding | 17,500,000 | 17,500,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 d $ / shares shares | Dec. 31, 2021 d $ / shares shares | Jul. 29, 2022 $ / shares | |
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | shares | 15,750,000 | 15,750,000 | |
Number of fractional warrants to be issued | shares | 0 | ||
Warrants exercisable term from the closing of the Business Combination | 30 days | 30 days | |
Warrants exercisable term from the closing of the initial public offering | 12 months | 12 months | |
Threshold period for filling registration statement after business combination | 15 days | 15 days | |
Maximum threshold period for registration statement to become effective after business combination | 60 days | ||
Threshold period for not to transfer assign or sell any shares or warrants after completion of initial business combination | 30 days | ||
Public Warrants expiration term | 5 years | 5 years | |
Threshold trading days for calculating Market Value | d | 20 | 20 | |
Percentage of gross proceeds on total equity proceeds | 60% | ||
Number of trading days on which fair market value of shares is reported | d | 10 | 10 | |
Threshold issue price per share | $ 9.2 | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% | ||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 100% | ||
Adjustment two of redemption price of stock based on market value and newly issued price (as a percent) | 180% | ||
Multiplier used in calculating warrant exercise price | 0.361 | ||
Exercise price | $ 11.5 | $ 7.32 | |
Exercise price | $ 9.2 | ||
Newly issued price percentage | 115% | ||
Maximum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Redemption Trigger Prices | $ 18 | ||
Minimum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Redemption Trigger Prices | $ 10 | ||
Initial business combination | |||
Class of Warrant or Right [Line Items] | |||
Aggregate gross proceeds | 60% | ||
Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price | $ 11.5 | ||
Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 | |||
Class of Warrant or Right [Line Items] | |||
Stock price trigger for redemption of public warrants (in dollars per share) | 18 | 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | |
Threshold trading days for redemption of public warrants | d | 20 | 20 | |
Threshold consecutive trading days for redemption of public warrants | d | 30 | 30 | |
Threshold number of business days before sending notice of redemption to warrant holders | d | 3 | 3 | |
Redemption Period | 30 days | 30 days | |
Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 | |||
Class of Warrant or Right [Line Items] | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ 0.1 | $ 0.1 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | |
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | shares | 8,750,000 | 8,750,000 | |
Number of fractional warrants to be issued | shares | 0 | ||
Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | shares | 7,000,000 | 7,000,000 | |
Threshold period for not to transfer assign or sell any shares or warrants after completion of initial business combination | 30 days | ||
Class A ordinary shares | |||
Class of Warrant or Right [Line Items] | |||
Maximum threshold period for registration statement to become effective after business combination | 60 days | ||
Exercise price | $ 0.361 | ||
Business Combination Issue Price | $ 9.2 | ||
Class A ordinary shares | Maximum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Newly issued price percentage | 180% | ||
Redemption Trigger Prices | $ 18 | ||
Class A ordinary shares | Minimum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Newly issued price percentage | 100% | ||
Redemption Trigger Prices | $ 10 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of fair value on a recurring basis (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | |||
Investments held in Trust Account | $ 175,360,788 | $ 175,101,805 | $ 175,030,689 |
Liabilities: | |||
Derivative warrant liabilities | 11,340,000 | 19,687,500 | 20,805,000 |
Fair Value, Inputs, Level 1 [Member] | |||
Assets | |||
Investments held in Trust Account | 175,360,788 | 175,101,805 | 175,030,689 |
Liabilities: | |||
Derivative warrant liabilities | 6,300,000 | 10,937,500 | |
Fair Value, Inputs, Level 2 [Member] | |||
Liabilities: | |||
Derivative warrant liabilities | 5,040,000 | 8,750,000 | |
Public Warrants | |||
Liabilities: | |||
Derivative warrant liabilities | 6,300,000 | 10,937,500 | 12,775,000 |
Public Warrants | Fair Value, Inputs, Level 1 [Member] | |||
Liabilities: | |||
Derivative warrant liabilities | 6,300,000 | 10,937,500 | 12,775,000 |
Private Warrants | |||
Liabilities: | |||
Derivative warrant liabilities | 5,040,000 | 8,750,000 | 8,030,000 |
Private Warrants | Fair Value, Inputs, Level 2 [Member] | |||
Liabilities: | |||
Derivative warrant liabilities | $ 5,040,000 | $ 8,750,000 | |
Private Warrants | Level 3 | |||
Liabilities: | |||
Derivative warrant liabilities | $ 8,030,000 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of quantitative information regarding Level 3 fair value measurements (Details) | Dec. 31, 2021 USD ($) yr |
Option term (in years) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | yr | 6.34 |
Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 21.5 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 0.55 |
Exercise Price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | $ | 11.5 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of change in the fair value of the derivative warrant liabilities (Details) - Derivative Financial Instruments, Liabilities [Member] | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative warrant liabilities at January 31, 2021- Level 3 | $ 8,030,000 |
Change in fair value of derivative warrant liabilities - Level 3 | (4,345,000) |
Transfer of Private warrants to Level 2 | (3,685,000) |
Derivative warrant liabilities at December 31, 2021- Level 3 | $ 0 |