Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 12, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2022 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Registrant Name | TURMERIC ACQUISITION CORP. | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001823524 | |
Entity File Number | 001-39624 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1555727 | |
Entity Address, Address Line One | 450 Kendall St | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02142 | |
City Area Code | 617 | |
Local Phone Number | 425-9200 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant | |
Trading Symbol | TMPMU | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,190,500 | |
Title of 12(b) Security | Class A Ordinary Shares included as part of the units | |
Trading Symbol | TMPM | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | |
Trading Symbol | TMPMW | |
Security Exchange Name | NASDAQ | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,443,750 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 17,559 | $ 425,270 |
Prepaid expenses | 69,622 | 121,204 |
Total current assets | 87,181 | 546,474 |
Investments held in Trust Account | 97,826,318 | 97,757,245 |
Total Assets | 97,913,499 | 98,303,719 |
Current liabilities | ||
Accounts payable | 217,111 | 215,764 |
Accrued expenses | 486,545 | 329,151 |
Due to related party | 20,000 | 27,900 |
Total current liabilities | 723,656 | 572,815 |
Derivative warrant liabilities | 237,780 | 2,309,850 |
Deferred underwriting commissions | 3,421,250 | 3,421,250 |
Total Liabilities | 4,382,686 | 6,303,915 |
Commitments and Contingencies: | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 9,775,000 shares at redemption value of $10.00 per share as of June 30, 2022 and December 31, 2021 | 97,750,000 | 97,750,000 |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of June 30, 2022 and December 31, 2021 | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (4,219,473) | (5,750,482) |
Total Shareholders' Deficit | (4,219,187) | (5,750,196) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 97,913,499 | 98,303,719 |
Common Class A [Member] | ||
Shareholders' Deficit: | ||
Common Stock, value, issued | 42 | 42 |
Common Class B [Member] | ||
Shareholders' Deficit: | ||
Common Stock, value, issued | $ 244 | $ 244 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorised | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Temporary equity par or stated value per share | $ 10 | |
Common stock shares subject to possible redemption | 9,775,000 | 9,775,000 |
Temporary equity redemption price per share | $ 10 | $ 10 |
Common Class A [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorised | 200,000,000 | 200,000,000 |
Common stock shares issued | 415,500 | 415,500 |
Common stock shares outstanding | 415,500 | 415,500 |
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares subject to possible redemption | 9,775,000 | 9,775,000 |
Temporary equity redemption price per share | $ 10 | |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorised | 20,000,000 | 20,000,000 |
Common stock shares issued | 2,443,750 | 2,443,750 |
Common stock shares outstanding | 2,443,750 | 2,443,750 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Operating expenses | ||||
General and administrative expenses | $ 169,893 | $ 257,726 | $ 550,134 | $ 438,715 |
Administrative fee - related party | 30,000 | 30,000 | 60,000 | 60,000 |
Loss from operations | (199,893) | (287,726) | (610,134) | (498,715) |
Other income: | ||||
Change in fair value of derivative warrant liabilities | 882,200 | 294,637 | 2,072,070 | 3,188,870 |
Income earned on investments held in Trust Account | 67,629 | 1,476 | 69,073 | 2,920 |
Net income | 749,936 | 8,387 | 1,531,009 | 2,693,075 |
Common Class A [Member] | ||||
Other income: | ||||
Net income | $ 604,881 | $ 6,765 | $ 1,234,877 | $ 2,172,173 |
Weighted average shares outstanding basic | 10,190,500 | 10,190,500 | 10,190,500 | 10,190,500 |
Weighted average shares outstanding diluted | 10,190,500 | 10,190,500 | 10,190,500 | 10,190,500 |
Basic net income per share | $ 0.06 | $ 0 | $ 0.12 | $ 0.21 |
Diluted net income per share | $ 0.06 | $ 0 | $ 0.12 | $ 0.21 |
Common Class B [Member] | ||||
Other income: | ||||
Net income | $ 145,055 | $ 1,622 | $ 296,132 | $ 520,902 |
Weighted average shares outstanding basic | 2,443,750 | 2,443,750 | 2,443,750 | 2,443,750 |
Weighted average shares outstanding diluted | 2,443,750 | 2,443,750 | 2,443,750 | 2,443,750 |
Basic net income per share | $ 0.06 | $ 0 | $ 0.12 | $ 0.21 |
Diluted net income per share | $ 0.06 | $ 0 | $ 0.12 | $ 0.21 |
Condensed Statements Of Changes
Condensed Statements Of Changes In Shareholders' Deficit - USD ($) | Total | Additional Paid-in Capital | Accumulated Deficit | Common Class A [Member] | Common Class A [Member] Ordinary Shares | Common Class B [Member] | Common Class B [Member] Ordinary Shares |
Beginning balance at Dec. 31, 2020 | $ (8,405,074) | $ 0 | $ (8,405,360) | $ 42 | $ 244 | ||
Beginning balance, shares at Dec. 31, 2020 | 415,500 | 2,443,750 | |||||
Net income | 2,684,688 | 2,684,688 | |||||
Ending balance at Mar. 31, 2021 | (5,720,386) | 0 | (5,720,672) | $ 42 | $ 244 | ||
Ending balance, shares at Mar. 31, 2021 | 415,500 | 2,443,750 | |||||
Beginning balance at Dec. 31, 2020 | (8,405,074) | 0 | (8,405,360) | $ 42 | $ 244 | ||
Beginning balance, shares at Dec. 31, 2020 | 415,500 | 2,443,750 | |||||
Net income | 2,693,075 | $ 2,172,173 | $ 520,902 | ||||
Ending balance at Jun. 30, 2021 | (5,711,999) | 0 | (5,712,285) | $ 42 | $ 244 | ||
Ending balance, shares at Jun. 30, 2021 | 415,500 | 2,443,750 | |||||
Beginning balance at Mar. 31, 2021 | (5,720,386) | 0 | (5,720,672) | $ 42 | $ 244 | ||
Beginning balance, shares at Mar. 31, 2021 | 415,500 | 2,443,750 | |||||
Net income | 8,387 | 8,387 | 6,765 | 1,622 | |||
Ending balance at Jun. 30, 2021 | (5,711,999) | 0 | (5,712,285) | $ 42 | $ 244 | ||
Ending balance, shares at Jun. 30, 2021 | 415,500 | 2,443,750 | |||||
Beginning balance at Dec. 31, 2021 | (5,750,196) | 0 | (5,750,482) | $ 42 | $ 244 | ||
Beginning balance, shares at Dec. 31, 2021 | 415,500 | 2,443,750 | |||||
Net income | 781,073 | 0 | 781,073 | ||||
Ending balance at Mar. 31, 2022 | (4,969,123) | 0 | (4,969,409) | $ 42 | $ 244 | ||
Ending balance, shares at Mar. 31, 2022 | 415,500 | 2,443,750 | |||||
Beginning balance at Dec. 31, 2021 | (5,750,196) | 0 | (5,750,482) | $ 42 | $ 244 | ||
Beginning balance, shares at Dec. 31, 2021 | 415,500 | 2,443,750 | |||||
Net income | 1,531,009 | 1,234,877 | 296,132 | ||||
Ending balance at Jun. 30, 2022 | (4,219,187) | 0 | (4,219,473) | $ 42 | $ 244 | ||
Ending balance, shares at Jun. 30, 2022 | 415,500 | 2,443,750 | |||||
Beginning balance at Mar. 31, 2022 | (4,969,123) | 0 | (4,969,409) | $ 42 | $ 244 | ||
Beginning balance, shares at Mar. 31, 2022 | 415,500 | 2,443,750 | |||||
Net income | 749,936 | 0 | 749,936 | $ 604,881 | $ 145,055 | ||
Ending balance at Jun. 30, 2022 | $ (4,219,187) | $ 0 | $ (4,219,473) | $ 42 | $ 244 | ||
Ending balance, shares at Jun. 30, 2022 | 415,500 | 2,443,750 |
Condensed Statements Of Cash Fl
Condensed Statements Of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Operating Activities: | ||||||
Net income | $ 749,936 | $ 781,073 | $ 8,387 | $ 2,684,688 | $ 1,531,009 | $ 2,693,075 |
Adjustments to reconcile net income to net cash used in operating activities: | ||||||
Income earned on investments held in Trust Account | (69,073) | (2,920) | ||||
Change in fair value of derivative warrant liabilities | (882,200) | (294,637) | (2,072,070) | (3,188,870) | ||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses | 51,582 | 60,961 | ||||
Accounts payable | 1,347 | 51,937 | ||||
Accrued expenses | 157,394 | (20,944) | ||||
Due to related party | (7,900) | 20,000 | ||||
Net cash used in operating activities | (407,711) | (386,761) | ||||
Net change in cash and cash equivalents | (407,711) | (386,761) | ||||
Cash and cash equivalents - beginning of the period | $ 425,270 | $ 1,196,877 | 425,270 | 1,196,877 | ||
Cash and cash equivalents - end of the period | $ 17,559 | $ 810,116 | $ 17,559 | $ 810,116 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 - Description of Organization and Business Operations Turmeric Acquisition Corp. (the “Company”) was 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 (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity for the period from August 28, 2020 (inception) through June 30, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Turmeric Management, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering became effective on October 15, 2020. On October 20, 2020, the Company consummated its Initial Public Offering of 9,775,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 1,275,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of approximately $97.8 million, and incurring offering costs of approximately $5.9 million, inclusive of approximately $3.4 million in deferred underwriting commissions (see Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 415,500 units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”), at a price of $10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of approximately $4.2 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $97.8 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (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 the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes). The per-share Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its Business Combination within 24 months from the closing of the Initial Public Offering, or October 20, 2022 (the “Combination Period”) or with respect to any other provision relating to the rights of Public Shareholders, 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 has not completed a Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them 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 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 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (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 Public Share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding 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. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
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 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 Going Concern Consideration and Capital Resources As of June 30, 2022, the Company had approximately $18,000 in the operating bank account and a working capital deficit of approximately $637,000. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from the Sponsor to cover certain of the Company’s expenses in exchange for the issuance of the Founder Shares (as defined below in Note 4), the loan of approximately $64,000 from the Sponsor under the Note (as defined below in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on October 20, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined below in Note 4). As of June 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loan. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, 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 The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of 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 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2022 and December 31, 2021, the Company had approximately $18,000 and $425,000 of cash equivalents, respectively. 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 condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net income earned on investments held in the Trust Account in the accompanying unaudited 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 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 of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the condensed balance sheets, except for derivative warrant liabilities (see Note 9 Derivative Warrant Liabilities is in Note 6). Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating condensed statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current of 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 share 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 non-current 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 non-current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. 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’ deficit. The Company’s Public 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, as of June 30, 2022 and December 31, 2021, 9,775,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method views the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion 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 condensed 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 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 per ordinary share is calculated by dividing the net income by the weighted average number of ordinary shares outstanding for the respective period. The calculation of diluted net income per ordinary share does not consider the effect of the outstanding Public Warrants and the Private Placement Warrants to purchase an aggregate of 3,396,833 Class A ordinary shares because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the three and six months ended June 30, 2022 and 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For The Three Months Ended June 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 604,881 $ 145,055 $ 6,765 $ 1,622 Denominator: Basic and diluted weighted average ordinary shares outstanding 10,190,500 2,443,750 10,190,500 2,443,750 Basic and diluted net income per ordinary share $ 0.06 $ 0.06 $ — $ — For The Six Months Ended June 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 1,234,877 $ 296,132 $ 2,172,173 $ 520,902 Denominator: Basic and diluted weighted average ordinary shares outstanding 10,190,500 2,443,750 10,190,500 2,443,750 Basic and diluted net income per ordinary share $ 0.12 $ 0.12 $ 0.21 $ 0.21 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 unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3 - Initial Public Offering On October 20, 2020, the Company consummated its Initial Public Offering of 9,775,000 Units, including 1,275,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $97.8 million, and incurring offering costs of approximately $5.9 million, inclusive of approximately $3.4 million in deferred underwriting commissions. Each Unit consists of one Class A ordinary share, and one-third |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 - Founder Shares On September 1, 2020, the Sponsor paid $25,000 to cover certain expenses of the Company in consideration of 2,875,000 Class B ordinary shares, par value $0.0001, (the “Founder Shares”). On October 12, 2020, the Sponsor effected a surrender of 431,250 Class B ordinary shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 2,875,000 to 2,443,750. The Sponsor agreed to forfeit up to 318,750 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares and assuming the initial shareholders do not purchase any units in the Initial Public Offering) after the Initial Public Offering. On September 25, 2020, the Sponsor transferred 25,000 Class B ordinary shares to each of the non-employee The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of(A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Units Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 415,500 Private Placement Units, at a price of $10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of approximately $4.2 million. The Private Placement Units (including the Private Placement Shares, the Private Placement Warrants (as defined below) and Class A ordinary shares issuable upon exercise of such warrants) will not be transferable or salable until 30 days after the completion of the initial Business Combination. Each whole private placement warrant underlying the Private Placement Units (the “Private Placement Warrants”) is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Units was 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 Units and the underlying securities 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 Units until 30 days after the completion of the initial Business Combination. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may 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 the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2022 and December 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the effective date of the Company’s prospectus through the earlier of consummation of the initial Business Combination or the Company’s liquidation, the Company will reimburse the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month. The Company incurred $30,000 in expenses in connection with these services during the three months ended June 30, 2022 and 2021, which are included in administrative fee-related fee-related In addition, the Company agreed to reimburse the Sponsor, executive officers and directors, or their respective affiliates for any out-of-pocket The Company also agreed to pay (i) the Company’s non-employee Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the Company to the Sponsor, executive officers and directors, or their respective affiliates, prior to completion of the initial Business Combination. Indication of Interest The Sponsor and its affiliates have indicated an interest to purchase up to an aggregate of $15.0 million of the Company’s ordinary shares in a private placement that would occur concurrently with the consummation of the initial Business Combination. However, because indications of interest are not binding agreements or commitments to purchase, the Sponsor may determine not to purchase any such shares, or to purchase fewer shares than it has indicated an interest in purchasing. Furthermore, the Company is not under any obligation to sell any such shares. Such investment would be made on terms and conditions determined at the time of the Business Combination. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 - Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. Registration Rights The holders of Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans), are 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 Company’s completion of its Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $2.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $3.4 million in the aggregate if the underwriters’ over-allotment option is exercised in full 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. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 6 - As of June 30, 2022 and December 31, 2021, the Company had an aggregate of 3,396,833 warrants outstanding, comprised of 3,258,333 Public Warrants and 138,500 Private Warrants. Public Warrants may only be exercised for a whole number of shares. 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. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement. 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, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrant has an exercise price of $11.50, subject to adjustments as described herein, 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 ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), 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 consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private placement units have terms and provisions that are identical to those of the Public Warrants. The Private placement units (including the Class A ordinary shares issuable upon exercise of the Private placement units) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination (except pursuant to limited exceptions to the officers and directors and other persons or entities affiliated with the initial purchasers of the Private placement units) and they will not be redeemable by the Company (except as described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”) so long as they are held by the Sponsor or its permitted transferees (except as otherwise set forth herein). The Sponsor, or its permitted transferees, has the option to exercise the Private placement units on a cashless basis. If the private placement units are held by holders other than the Sponsor or its permitted transferees, the Private placement units will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private placement units): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sales price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, 30-trading The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is 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 shares 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 closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of 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). |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 6 Months Ended |
Jun. 30, 2022 | |
Ordinary Shares Subject To Possible Redemption [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | Note 7 - The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. As of June 30, 2022 and December 31, 2021, there were 9,775,000 Class A ordinary shares subject to possible redemption. As of June 30, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets are reconciled on the following table: Gross proceeds $ 97,750,000 Less: Fair value of Public Warrants at issuance (3,812,250 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (5,698,514 ) Plus: Accretion of carrying value to redemption value 9,510,764 Class A ordinary share subject to possible redemption $ 97,750,000 |
Shareholders' Deficit
Shareholders' Deficit | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | Note 8-Shareholders’ 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. Except as described below, 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 Company’s shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9-Fair The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 by level within the fair value hierarchy: Fair Value Measured as of June 30, 2022 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 97,826,318 $ — $ — $ 97,826,318 Liabilities: Derivative warrant liabilities - Public warrants $ — $ 228,080 $ — $ 228,080 Derivative warrant liabilities - Private warrants $ — $ — $ 9,700 $ 9,700 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 97,757,245 $ — $ — $ 97,757,245 Liabilities: Derivative warrant liabilities - Public warrants $ 2,215,670 $ — $ — $ 2,215,670 Derivative warrant liabilities - Private warrants $ — $ — $ 94,180 $ 94,180 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels of the hierarchy during the year ended December 31, 2021. The estimated fair value of the Public Warrants was transferred from a Level 1 to a Level 2 measurement during the quarter ending June 30, 2022 due to no active trading on the measurement date. 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. The fair value Private Placement Warrants have been estimated using a Monte Carlo simulation model at each subsequent measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement. For the three months ended June 30, 2022 and 2021, the Company recognized a gain of approximately $ 8.8 unaudited unaudited The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Class A ordinary shares warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s Class A ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s Private Placement Warrants as of June 30, 2022 and December 31, 2021: June 30, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock Price $ 9.93 $ 9.82 Option term (in years) 5.00 5.00 Volatility 0.8 % 12 % Risk-free interest rate 2.97 % 1.25 % The change in the fair value of the derivative warrant liabilities measured utilizing Level 3 inputs for the six months ended June 30, 2022 and 2021, is summarized as follows: Level 3 derivative warrant liabilities at December 31, 2021 $ 94,180 Change in fair value of derivative warrant liabilities (48,470 ) Level 3 derivative warrant liabilities at March 31, 2022 45,710 Change in fair value of derivative warrant liabilities (36,010 ) Level 3 derivative warrant liabilities at June 30, 2022 $ 9,700 Level 3 derivative warrant liabilities at December 31, 2020 $ 267,310 Change in fair value of derivative warrant liabilities (124,650 ) Level 3 derivative warrant liabilities at March 31, 2021 142,660 Change in fair value of derivative warrant liabilities (1,390 ) Level 3 derivative warrant liabilities at June 30, 2021 $ 141,270 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed 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 unaudited condensed financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited 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 |
Going Concern Consideration and Capital Resources | Going Concern Consideration and Capital Resources As of June 30, 2022, the Company had approximately $18,000 in the operating bank account and a working capital deficit of approximately $637,000. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from the Sponsor to cover certain of the Company’s expenses in exchange for the issuance of the Founder Shares (as defined below in Note 4), the loan of approximately $64,000 from the Sponsor under the Note (as defined below in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on October 20, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined below in Note 4). As of June 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loan. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, |
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 The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of 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 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2022 and December 31, 2021, the Company had approximately $18,000 and $425,000 of cash equivalents, respectively. |
Investments Held in Trust Account | 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 condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net income earned on investments held in the Trust Account in the accompanying unaudited |
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 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 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 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the condensed balance sheets, except for derivative warrant liabilities (see Note 9 Derivative Warrant Liabilities is in Note 6). |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating condensed statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current of |
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 share 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 non-current 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 non-current |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. 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’ deficit. The Company’s Public 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, as of June 30, 2022 and December 31, 2021, 9,775,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method views the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion 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 condensed 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 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 per ordinary share is calculated by dividing the net income by the weighted average number of ordinary shares outstanding for the respective period. The calculation of diluted net income per ordinary share does not consider the effect of the outstanding Public Warrants and the Private Placement Warrants to purchase an aggregate of 3,396,833 Class A ordinary shares because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the three and six months ended June 30, 2022 and 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For The Three Months Ended June 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 604,881 $ 145,055 $ 6,765 $ 1,622 Denominator: Basic and diluted weighted average ordinary shares outstanding 10,190,500 2,443,750 10,190,500 2,443,750 Basic and diluted net income per ordinary share $ 0.06 $ 0.06 $ — $ — For The Six Months Ended June 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 1,234,877 $ 296,132 $ 2,172,173 $ 520,902 Denominator: Basic and diluted weighted average ordinary shares outstanding 10,190,500 2,443,750 10,190,500 2,443,750 Basic and diluted net income per ordinary share $ 0.12 $ 0.12 $ 0.21 $ 0.21 |
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 unaudited condensed financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule Of Earnings Per Share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For The Three Months Ended June 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 604,881 $ 145,055 $ 6,765 $ 1,622 Denominator: Basic and diluted weighted average ordinary shares outstanding 10,190,500 2,443,750 10,190,500 2,443,750 Basic and diluted net income per ordinary share $ 0.06 $ 0.06 $ — $ — For The Six Months Ended June 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 1,234,877 $ 296,132 $ 2,172,173 $ 520,902 Denominator: Basic and diluted weighted average ordinary shares outstanding 10,190,500 2,443,750 10,190,500 2,443,750 Basic and diluted net income per ordinary share $ 0.12 $ 0.12 $ 0.21 $ 0.21 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Ordinary Shares Subject To Possible Redemption [Abstract] | |
Schedule Of Reconciliation Of Ordinary Shares Subject To Possible Redemption | As of June 30, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets are reconciled on the following table: Gross proceeds $ 97,750,000 Less: Fair value of Public Warrants at issuance (3,812,250 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (5,698,514 ) Plus: Accretion of carrying value to redemption value 9,510,764 Class A ordinary share subject to possible redemption $ 97,750,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 by level within the fair value hierarchy: Fair Value Measured as of June 30, 2022 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 97,826,318 $ — $ — $ 97,826,318 Liabilities: Derivative warrant liabilities - Public warrants $ — $ 228,080 $ — $ 228,080 Derivative warrant liabilities - Private warrants $ — $ — $ 9,700 $ 9,700 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 97,757,245 $ — $ — $ 97,757,245 Liabilities: Derivative warrant liabilities - Public warrants $ 2,215,670 $ — $ — $ 2,215,670 Derivative warrant liabilities - Private warrants $ — $ — $ 94,180 $ 94,180 |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s Private Placement Warrants as of June 30, 2022 and December 31, 2021: June 30, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock Price $ 9.93 $ 9.82 Option term (in years) 5.00 5.00 Volatility 0.8 % 12 % Risk-free interest rate 2.97 % 1.25 % |
Summary of Fair Value of Derivative Warrant Liabilities | The change in the fair value of the derivative warrant liabilities measured utilizing Level 3 inputs for the six months ended June 30, 2022 and 2021, is summarized as follows: Level 3 derivative warrant liabilities at December 31, 2021 $ 94,180 Change in fair value of derivative warrant liabilities (48,470 ) Level 3 derivative warrant liabilities at March 31, 2022 45,710 Change in fair value of derivative warrant liabilities (36,010 ) Level 3 derivative warrant liabilities at June 30, 2022 $ 9,700 Level 3 derivative warrant liabilities at December 31, 2020 $ 267,310 Change in fair value of derivative warrant liabilities (124,650 ) Level 3 derivative warrant liabilities at March 31, 2021 142,660 Change in fair value of derivative warrant liabilities (1,390 ) Level 3 derivative warrant liabilities at June 30, 2021 $ 141,270 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
Oct. 20, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Payment to acquire restricted investments | $ 97,800,000 | ||
Temporary equity par or stated value per share | $ 10 | ||
Temporary equity redemption price per share | $ 10 | $ 10 | |
Period within which business combination should be consummated after initial public offer | 24 months | ||
Estimated expenses payable on dissolution | $ 100,000 | ||
Common Class A [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 | |
Temporary equity redemption price per share | $ 10 | ||
Minimum net worth to effect business combination | $ 5,000,001 | ||
Percentage of the public shares to be redeemed in case business combination is not carried out | 100% | ||
Maximum [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Per share amount to be maintained in the trust account | $ 10 | ||
Minimum [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Percentage of fair value of trust assets of the target company | 80% | ||
Equity method investment percentage | 50% | ||
Per share amount to be maintained in the trust account | $ 10 | ||
IPO [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Shares issued during the period new issues | 9,775,000 | ||
Proceeds from initial public offer | $ 97,800,000 | ||
Stock issuance costs | 5,900,000 | ||
Deferred underwriting commission payable current | $ 3,400,000 | ||
Over-Allotment Option [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Shares issued during the period new issues | 1,275,000 | 1,275,000 | |
Private Placement [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Class of warrants or rights issued during the period | 415,500 | ||
Class of warrants or rights issue price per unit | $ 10 | ||
Proceeds from issue of warrants | $ 4,200,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Schedule Of Earnings Per Share (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||||
Allocation of net income | $ 749,936 | $ 781,073 | $ 8,387 | $ 2,684,688 | $ 1,531,009 | $ 2,693,075 |
Common Class A [Member] | ||||||
Numerator: | ||||||
Allocation of net income | $ 604,881 | $ 6,765 | $ 1,234,877 | $ 2,172,173 | ||
Denominator: | ||||||
Basic weighted average ordinary shares outstanding | 10,190,500 | 10,190,500 | 10,190,500 | 10,190,500 | ||
Diluted weighted average ordinary shares outstanding | 10,190,500 | 10,190,500 | 10,190,500 | 10,190,500 | ||
Earnings Per Share, Basic | $ 0.06 | $ 0 | $ 0.12 | $ 0.21 | ||
Earnings Per Share, Diluted | $ 0.06 | $ 0 | $ 0.12 | $ 0.21 | ||
Common Class B [Member] | ||||||
Numerator: | ||||||
Allocation of net income | $ 145,055 | $ 1,622 | $ 296,132 | $ 520,902 | ||
Denominator: | ||||||
Basic weighted average ordinary shares outstanding | 2,443,750 | 2,443,750 | 2,443,750 | 2,443,750 | ||
Diluted weighted average ordinary shares outstanding | 2,443,750 | 2,443,750 | 2,443,750 | 2,443,750 | ||
Earnings Per Share, Basic | $ 0.06 | $ 0 | $ 0.12 | $ 0.21 | ||
Earnings Per Share, Diluted | $ 0.06 | $ 0 | $ 0.12 | $ 0.21 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Restricted Investment Maturity Days | 185 days | ||
Common stock shares subject to possible redemption | 9,775,000 | 9,775,000 | |
FDIC Insured amount | $ 250,000 | ||
Restricted investments term | 3 months | ||
Cash equivalents | $ 18,000 | $ 425,000 | |
Working capital | 637,000 | ||
Stock issued during the period for services, value | 25,000 | ||
Proceeds from related party debt | 64,000 | ||
Working capital loan due | $ 0 | $ 0 | |
Common Class A [Member] | |||
Common stock shares subject to possible redemption | 9,775,000 | 9,775,000 | |
Common Class A [Member] | Private Placement Warrants [Member] | |||
Shares issued during the period new issues | 3,396,833 | 3,396,833 | |
Liquidity And Capital Resources [Member] | |||
Cash at bank | $ 18,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
Oct. 20, 2020 | Jun. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Common Stock, Conversion Basis | Each Unit consists of one Class A ordinary share, and one-third of one redeemable warrant | |
Minimum [Member] | Public Warrants [Member] | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Minimum Share Price Required For Redemption Of Warrants | $ 11.5 | $ 11.5 |
IPO [Member] | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Shares issued during the period new issues | 9,775,000 | |
Proceeds from initial public offer | $ 97.8 | |
Stock issuance costs | 5.9 | |
Deferred underwriting commission payable current | $ 3.4 | |
Over-Allotment Option [Member] | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Shares issued during the period new issues | 1,275,000 | 1,275,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Apr. 30, 2021 | Oct. 20, 2020 | Oct. 12, 2020 | Sep. 25, 2020 | Sep. 01, 2020 | Sep. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||
Stock issued during the period for services, value | $ 25,000 | |||||||||||
Common stock shares subject to forfeiture | 9,775,000 | 9,775,000 | 9,775,000 | |||||||||
Related party transaction, selling, general and administrative expenses from transactions with related party | $ 30,000 | $ 30,000 | $ 60,000 | $ 60,000 | ||||||||
Due to related party current | $ 20,000 | $ 20,000 | $ 27,900 | |||||||||
Private Placement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Class of warrants or rights issued during the period | 415,500 | |||||||||||
Class of warrants or rights issue price per unit | $ 10 | |||||||||||
Proceeds from issue of warrants | $ 4,200,000 | |||||||||||
Working Capital Loans [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt instrument conversion price | $ 1.5 | $ 1.5 | ||||||||||
Working Capital Loans [Member] | Maximum [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt conversion original debt amount | $ 1,500,000 | |||||||||||
Sponsor [Member] | Private Placement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Class of warrants or rights issued during the period | 415,500 | |||||||||||
Class of warrants or rights issue price per unit | $ 10 | |||||||||||
Proceeds from issue of warrants | $ 4,200,000 | |||||||||||
Proceeds from issuance of private placement | 15,000,000 | |||||||||||
Sponsor [Member] | Office Space, Secretarial And Administrative Services [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction, amounts of transaction | $ 10,000 | |||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Exercise price of warrants | $ 11.5 | $ 11.5 | ||||||||||
Minimum lock in period required for warrant transfer from the date of business combination | 30 days | |||||||||||
Director [Member] | Annual Cash Retainer [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction, amounts of transaction | 20,000 | |||||||||||
Director [Member] | One Time Cash Settlement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction, amounts of transaction | 30,000 | |||||||||||
Board of Directors Chairman [Member] | Annual Cash Retainer [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction, amounts of transaction | 40,000 | |||||||||||
Board of Directors Chairman [Member] | One Time Cash Settlement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction, amounts of transaction | $ 60,000 | |||||||||||
Vinay Bhaskar [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Share Price | $ 0.01 | |||||||||||
Stock Repurchased During Period, Shares | 17,500 | |||||||||||
Common Class B [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Stock surrendered during period, shares | 431,250 | |||||||||||
Common stock shares outstanding | 2,443,750 | 2,443,750 | 2,443,750 | 2,443,750 | ||||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock issued during the period for services, value | $ 25,000 | |||||||||||
Stock issued during the period for services, shares | 2,875,000 | |||||||||||
Common stock par or stated value per share | $ 0.0001 | |||||||||||
Stock surrendered during period, shares | 431,250 | |||||||||||
Common stock shares outstanding | 2,875,000 | |||||||||||
Common stock shares subject to forfeiture | 318,750 | |||||||||||
Minimum common stock shares to be maintained after IPO | 20% | |||||||||||
Common Class B [Member] | Director [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock, shares, transferred | 25,000 | |||||||||||
Common Class B [Member] | Board of Directors Chairman [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock, shares, transferred | 45,000 | |||||||||||
Share Price | $ 0.01 | |||||||||||
Common Class B [Member] | Vinay Bhaskar [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock, shares, transferred | 17,500 | |||||||||||
Share Price | $ 0.01 | |||||||||||
Common Class A [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock shares outstanding | 415,500 | 415,500 | 415,500 | |||||||||
Common stock shares subject to forfeiture | 9,775,000 | 9,775,000 | 9,775,000 | |||||||||
Common stock, shares transfer, threshold consecutive trading days | 20 days | |||||||||||
Common stock, shares transfer, threshold trading days | 30 days | |||||||||||
Common stock, shares transfer, restriction on number of days after business combination | 150 days | |||||||||||
Common Class A [Member] | Minimum [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Share Price | $ 12 | $ 12 | ||||||||||
Common Class A [Member] | Private Placement Warrants [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Exercise price of warrants | $ 10 | $ 10 | ||||||||||
Common Class A [Member] | Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Securities called by each warrant | 1 | 1 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
Oct. 20, 2020 | Jun. 30, 2022 | |
Loss Contingencies [Line Items] | ||
Underwriting fee, per unit paid | $ 0.2 | |
Payments for underwriting fee | $ 2 | |
Over-Allotment Option [Member] | ||
Loss Contingencies [Line Items] | ||
Expiration period for purchase of underwriting options | 45 days | |
Stock issued during period shares new issues | 1,275,000 | 1,275,000 |
Underwriting fee, per unit paid | $ 0.35 | |
Payments for underwriting fee | $ 3.4 | |
Private Placement Warrants [Member] | ||
Loss Contingencies [Line Items] | ||
Minimum lock in period required for warrant exercise from the date of business combination | 30 days |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) | 6 Months Ended | ||
Oct. 20, 2020 $ / shares | Jun. 30, 2022 Day Trading $ / shares shares | Dec. 31, 2021 shares | |
Class of Warrant or Right [Line Items] | |||
Class of warrant or right outstanding | shares | 3,396,833 | ||
Minimum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants redeemable,threshold consecutive trading days | Trading | 20 | ||
Public Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Minimum lock in period required for warrant exercise from the date of business combination | 30 days | ||
Minimum lock in period required for warrant exercise from the date of IPO | 12 months | ||
Minimum period required for filing SEC registration statement from the date of business combination | 60 days | ||
Term of warrants | 5 years | ||
Class of warrant or right outstanding | shares | 3,258,333 | ||
Public Warrants [Member] | Business Combination [Member] | |||
Class of Warrant or Right [Line Items] | |||
Business acquisition share price | $ 9.2 | ||
Public Warrants [Member] | Share Trigger Price Two [Member] | |||
Class of Warrant or Right [Line Items] | |||
Minimum notice period for warrants redemption | 30 days | ||
Share Price | $ 0.1 | ||
Public Warrants [Member] | Maximum [Member] | Share Trigger Price Two [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants exercise price adjustment percentage | 180% | ||
Public Warrants [Member] | Minimum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Minimum lock in period required for warrant exercise from the date of business combination | 20 days | ||
Minimum share price required for redemption of warrants | $ 11.5 | $ 11.5 | |
Warrants exercise price adjustment percentage | 115% | ||
Private Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Minimum lock in period required for warrant exercise from the date of business combination | 30 days | ||
Warrants, redemption price per share | $ 10 | ||
Class of warrant or right outstanding | shares | 138,500 | ||
Private Placement Warrants [Member] | Share Trigger Price One [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants redeemable,threshold consecutive trading days | Day | 20 | ||
Warrants, redemption price per share | $ 18 | ||
Minimum notice period for warrants redemption | 30 days | ||
Warrants redeemable,threshold trading days | Day | 30 | ||
Share Price | $ 0.01 | ||
Private Placement Warrants [Member] | Share Trigger Price Two [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants redeemable,threshold consecutive trading days | Day | 30 | ||
Warrants, redemption price per share | $ 18 | ||
Warrants redeemable,threshold trading days | Day | 30 | ||
Common Class A [Member] | Share Trigger Price Two [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants exercisable, ordinary share per warrant | $ 0.361 | ||
Common Class A [Member] | Maximum [Member] | Share Trigger Price Two [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants redeemable,threshold consecutive trading days | Trading | 10 | ||
Common Class A [Member] | Minimum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Share Price | $ 12 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption - Schedule of Reconciliation of Ordinary Shares Subject to Possible Redemption (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Less: | ||||
Fair value of Public Warrants at issuance | $ (882,200) | $ (294,637) | $ (2,072,070) | $ (3,188,870) |
Class A Ordinary Shares Subject To Redemption [Member] | ||||
Ordinary Shares Subject To Possible Redemption [Line Items] | ||||
Gross proceeds | 97,750,000 | |||
Less: | ||||
Fair value of Public Warrants at issuance | (3,812,250) | |||
Offering costs allocated to Class A ordinary shares subject to possible redemption | (5,698,514) | |||
Plus: | ||||
Accretion of carrying value to redemption value | 9,510,764 | |||
Class A ordinary share subject to possible redemption | $ 97,750,000 | $ 97,750,000 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Detail) - shares | Jun. 30, 2022 | Dec. 31, 2021 |
Common Class A [Member] | ||
Common stock shares subject to possible redemption | 9,775,000 | 9,775,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - $ / shares | Oct. 12, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 01, 2020 |
Class of Stock [Line Items] | ||||
Preferred stock shares authorised | 1,000,000 | 1,000,000 | ||
Preferred stock shares issued | 0 | 0 | ||
Preferred stock shares outstanding | 0 | 0 | ||
Common stock shares subject to possible redemption | 9,775,000 | 9,775,000 | ||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock shares authorised | 200,000,000 | 200,000,000 | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Common stock shares issued | 415,500 | 415,500 | ||
Common stock shares outstanding | 415,500 | 415,500 | ||
Common stock and temporary stock shares issued | 10,190,500 | 10,190,500 | ||
Common stock and temporary stock shares outstanding | 10,190,500 | 10,190,500 | ||
Common stock shares subject to possible redemption | 9,775,000 | 9,775,000 | ||
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock shares authorised | 20,000,000 | 20,000,000 | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Common stock shares issued | 2,443,750 | 2,443,750 | 2,875,000 | |
Common stock shares outstanding | 2,443,750 | 2,443,750 | 2,443,750 | |
Stock surrendered during period, shares | 431,250 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Investment held in Trust Account | $ 97,826,318 | $ 97,757,245 |
Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 228,080 | 2,215,670 |
Private Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 9,700 | 94,180 |
Level 1 [Member] | ||
Assets: | ||
Investment held in Trust Account | 97,826,318 | 97,757,245 |
Level 1 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 0 | 2,215,670 |
Level 2 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 228,080 | |
Level 3 [Member] | Private Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 9,700 | $ 94,180 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) - Level 3 [Member] | Jun. 30, 2022 $ / shares yr | Dec. 31, 2021 $ / shares yr |
Exercise price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 11.5 | 11.5 |
Stock price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 9.93 | 9.82 |
Option term (in years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | yr | 5 | 5 |
Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.8 | 12 |
Risk-free interest rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 2.97 | 1.25 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Fair Value of Derivative Warrant Liabilities (Detail) - Warrant [Member] - Level 3 [Member] - USD ($) | 3 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Level 3 derivative warrant liabilities | $ 45,710 | $ 94,180 | $ 142,660 | $ 267,310 |
Change in fair value of derivative warrant liabilities | (36,010) | (48,470) | (1,390) | (124,650) |
Level 3 derivative warrant liabilities | $ 9,700 | $ 45,710 | $ 141,270 | $ 142,660 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||||
Change in fair value of derivative warrant liabilities | $ 882,200 | $ 294,637 | $ 2,072,070 | $ 3,188,870 |