Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 12, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Central Index Key | 0001823776 | |
Entity Registrant Name | H.I.G. ACQUISITION CORP. | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity File Number | 001-39639 | |
Entity Tax Identification Number | 98-1556204 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Address, State or Province | FL | |
City Area Code | 305 | |
Local Phone Number | 379-2322 | |
Entity Ex Transition Period | false | |
Entity Address, Address Line One | 1450 Brickell Avenue | |
Entity Address, Address Line Two | 31st Floor | |
Entity Address, City or Town | Miami | |
Entity Address, Postal Zip Code | 33131 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | HIGA | |
Security Exchange Name | NYSE | |
Title of 12(g) Security | Class A ordinary shares included as part of the units | |
Entity Common Stock, Shares Outstanding | 36,394,500 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,098,625 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | HIGA.U | |
Security Exchange Name | NYSE | |
Title of 12(g) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | HIGA WS | |
Security Exchange Name | NYSE | |
Title of 12(g) Security | Redeemable warrants included as part of the units |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | |
ASSETS | |||
Cash | $ 3,937 | $ 4,311 | |
Prepaid expenses | 189,241 | 495,072 | |
Total current assets | 193,178 | 499,383 | |
Investments held in Trust Account | 364,482,454 | 363,987,687 | |
Total Assets | 364,675,632 | 364,487,070 | |
Current liabilities: | |||
Accounts payable | 156,812 | 645,385 | |
Due to related party | 1,645,811 | 1,202,797 | |
Accrued expenses | 1,259,523 | 579,866 | |
Total current liabilities | 3,062,146 | 2,428,048 | |
Deferred underwriting commissions | 12,738,075 | 12,738,075 | |
Derivative warrant liabilities | 1,833,575 | 12,822,204 | |
Total liabilities | 17,633,796 | 27,988,327 | |
Commitments and Contingencies (Note 4) | |||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 36,394,500 shares at $10.01 and 10.00 per share as of June 30, 2022 and December 31, 2021, respectively | [1] | 364,382,453 | 363,945,000 |
Shareholders' deficit | |||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |||
Additional paid-in capital | [1] | 0 | 0 |
Accumulated deficit | [1] | (17,341,527) | (27,447,167) |
Total shareholders' deficit | [1] | (17,340,617) | (27,446,257) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit | 364,675,632 | 364,487,070 | |
Common Class A [Member] | |||
Shareholders' deficit | |||
Common Stock, Value, Issued | [1] | 0 | 0 |
Common Class B [Member] | |||
Shareholders' deficit | |||
Common Stock, Value, Issued | $ 910 | $ 910 | |
[1]June 30, 2021 values were restated in Note 2 of the Company’s form 10-Q/A for September 30, 2021 as filed with the SEC on December 29, 2021. |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | 6 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common Class A [Member] | |||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 950,000,000 | 950,000,000 | 950,000,000 |
Ordinary shares, shares issued | 0 | 0 | 0 |
Ordinary shares, shares outstanding | 0 | 0 | 0 |
Temporary equity, redemption price per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation | 36,394,500 | 36,394,500 | 36,394,500 |
Common stock redemption price per share | $ 10.01 | $ 10 | |
Common Class B [Member] | |||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 95,000,000 | 95,000,000 | 95,000,000 |
Ordinary shares, shares issued | 9,098,625 | 9,098,625 | 9,098,625 |
Ordinary shares, shares outstanding | 9,098,625 | 9,098,625 | 9,098,625 |
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 | ||
General and administrative expenses | $ 505,983 | $ 549,830 | $ 880,303 | $ 1,836,085 | |
Administrative expenses – related party | 30,000 | 30,000 | 60,000 | 60,000 | |
Loss from operations | (535,983) | (579,830) | (940,303) | (1,896,085) | |
Change in fair value of derivative warrant liabilities | 4,548,219 | (1,648,560) | 10,988,629 | 3,113,970 | |
Interest income from investments held in Trust Account | 462,318 | 9,075 | 494,767 | 18,049 | |
Net Income (loss) | $ 4,474,554 | $ (2,219,315) | $ 10,543,093 | $ 1,235,934 | |
Common Class A [Member] | |||||
Weighted average shares outstanding, basic | [1] | 36,394,500 | 36,394,500 | 36,394,500 | 36,394,500 |
Weighted average shares outstanding, diluted | [1] | 36,394,500 | 36,394,500 | 36,394,500 | 36,394,500 |
Basic net income (loss) per share | [1] | $ 0.1 | $ (0.05) | $ 0.23 | $ 0.03 |
Diluted net income (loss) per share | [1] | $ 0.1 | $ (0.05) | $ 0.23 | $ 0.03 |
Common Class B [Member] | |||||
Weighted average shares outstanding, basic | [1] | 9,098,625 | 9,098,625 | 9,098,625 | 9,098,625 |
Weighted average shares outstanding, diluted | [1] | 9,098,625 | 9,098,625 | 9,098,625 | 9,098,625 |
Basic net income (loss) per share | [1] | $ 0.1 | $ (0.05) | $ 0.23 | $ 0.03 |
Diluted net income (loss) per share | [1] | $ 0.1 | $ (0.05) | $ 0.23 | $ 0.03 |
[1]June 30, 2021 values were restated in Note 2 of the Company’s form 10-Q/A for September 30, 2021 as filed with the SEC on December 29, 2021. |
Condensed Statement of Changes
Condensed Statement of Changes In Shareholders' Deficit - USD ($) | Total | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | |
Balance beginning at Dec. 31, 2020 | $ (35,757,361) | $ 910 | $ 0 | $ (35,758,271) | |
Balance beginning (Shares) at Dec. 31, 2020 | 9,098,625 | ||||
Net income (loss) | 3,455,249 | 3,455,249 | |||
Balance ending at Mar. 31, 2021 | (32,302,112) | $ 910 | (32,303,022) | ||
Balance ending (Shares) at Mar. 31, 2021 | 9,098,625 | ||||
Balance beginning at Dec. 31, 2020 | (35,757,361) | $ 910 | 0 | (35,758,271) | |
Balance beginning (Shares) at Dec. 31, 2020 | 9,098,625 | ||||
Net income (loss) | 1,235,934 | ||||
Balance ending at Jun. 30, 2021 | (34,521,427) | $ 910 | 0 | (34,522,337) | |
Balance ending (Shares) at Jun. 30, 2021 | 9,098,625 | ||||
Balance beginning at Mar. 31, 2021 | (32,302,112) | $ 910 | (32,303,022) | ||
Balance beginning (Shares) at Mar. 31, 2021 | 9,098,625 | ||||
Net income (loss) | (2,219,315) | (2,219,315) | |||
Balance ending at Jun. 30, 2021 | (34,521,427) | $ 910 | 0 | (34,522,337) | |
Balance ending (Shares) at Jun. 30, 2021 | 9,098,625 | ||||
Balance beginning at Dec. 31, 2021 | (27,446,257) | [1] | $ 910 | 0 | (27,447,167) |
Balance beginning (Shares) at Dec. 31, 2021 | 9,098,625 | ||||
Net income (loss) | 6,068,539 | 6,068,539 | |||
Balance ending at Mar. 31, 2022 | (21,377,718) | $ 910 | (21,378,628) | ||
Balance ending (Shares) at Mar. 31, 2022 | 9,098,625 | ||||
Balance beginning at Dec. 31, 2021 | (27,446,257) | [1] | $ 910 | 0 | (27,447,167) |
Balance beginning (Shares) at Dec. 31, 2021 | 9,098,625 | ||||
Net income (loss) | 10,543,093 | ||||
Balance ending at Jun. 30, 2022 | (17,340,617) | [1] | $ 910 | 0 | (17,341,527) |
Balance ending (Shares) at Jun. 30, 2022 | 9,098,625 | ||||
Balance beginning at Mar. 31, 2022 | (21,377,718) | $ 910 | (21,378,628) | ||
Balance beginning (Shares) at Mar. 31, 2022 | 9,098,625 | ||||
Accretion of Class A ordinary shares subject to redemption | (437,453) | (437,453) | |||
Net income (loss) | 4,474,554 | 4,474,554 | |||
Balance ending at Jun. 30, 2022 | $ (17,340,617) | [1] | $ 910 | $ 0 | $ (17,341,527) |
Balance ending (Shares) at Jun. 30, 2022 | 9,098,625 | ||||
[1]June 30, 2021 values were restated in Note 2 of the Company’s form 10-Q/A for September 30, 2021 as filed with the SEC on December 29, 2021. |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Operating Activities: | ||||
Net income | $ 10,543,093 | $ 1,235,934 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Interest income from investments held in Trust Account | $ (462,318) | $ (9,075) | (494,767) | (18,049) |
Change in fair value of derivative warrant liabilities | (4,548,219) | 1,648,560 | (10,988,629) | (3,113,970) |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 305,831 | 338,702 | ||
Accounts payable | (488,573) | 1,363,387 | ||
Accrued expenses | 679,657 | 146,671 | ||
Due to related party | 443,014 | 21,683 | ||
Net cash used in operating activities | (374) | (25,642) | ||
Net decrease in cash | (374) | (25,642) | ||
Cash - beginning of the period | 4,311 | 30,103 | ||
Cash - end of the period | $ 3,937 | $ 4,461 | 3,937 | 4,461 |
Supplemental disclosure of noncash investing and financing activities: | ||||
Accretion of Class A ordinary shares to redemption value | $ 437,453 | $ 0 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation Organization and General H.I.G. Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on September 2, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). As of June 30, 2022, the Company had not commenced any operations. All activity for the period from September 2, 2020 (inception) through June 30, 2022 relates to the Company’s formation, 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’s sponsor is H.I.G. Acquisition Advisors, LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective on October 20, 2020. The Company consummated the Initial Public Offering of 32,500,000 units (the “Units”) on October 23, 2020. Each Unit consisted of one Class A ordinary share and one-third 45-day additional ing Simultaneously with the closing of the Initial Public Offering on October 23, 2020, the Company completed the first closing of the private placement (the “Private Placement”) and sold an aggregate 5,666,667 warrants (each, a “Private Placement Warrant,” and together, the “Private Placement Warrants”) at a price of S Upon the closing of the Initial Public Offering, the Over-Allotment and the Private Placements, approximately $363.9 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering, the Over-Allotment and the Private Placements were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, the Over- Allotment and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing of a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of its Class A ordinary shares (the “Public Shareholders”), 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share Notwithstanding the foregoing, if the Company seeks shareholder approval of the initial Business Combination and the Company does not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and any director nominees, if applicable, agree not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or October 23, 2022 (the “Combination Period”) or (b) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and each member of the Company’s management team has agreed to waive their rights to liquidating distributions with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (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 residual assets remaining available for distribution in the Trust Account will be less than the $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the Trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern Considerations In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until October 23, 2022 to consummate a Business Combination. As of June 30, 2022, the Company had approximately million Through June 30, 2022, the Company has addressed its liquidity needs by having the Sponsor pay million of In the event where transaction costs exceed the net proceeds of the IPO, the Company’s officers, directors and initial shareholders may, but are not obligated to, provide the Company with up to million in Working Capital Loans (see Note 4). As of June 30, 2022, there was no outstanding balance under the Company’s Working Capital Loans. The Company intends to use substantially all the funds held in the Trust Account (less taxes paid and deferred underwriting commissions) to complete a initial Business Combination. To the extent that the Company’s capital stock or debt is used, in whole or in part, as consideration to complete a initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions, and pursue other growth strategies. It is uncertain that the Company will be able to consummate a Business Combination by the forced liquidation date. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 23, 2022. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Continuing global economic uncertainty, political conditions and fiscal challenges in the U.S. and abroad could result in adverse macroeconomic conditions, including but not limited to inflation, slower growth or recession, new or increased tariffs, changes to fiscal and monetary policy, higher interest rates and currency fluctuations. In addition, in February 2022, the Russian Federation and Belarus commenced military action against 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 financial statements and 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 financial statements. Basis of presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. December 31, 2022 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K Emerging growth company As an emerging growth company, the Company 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 This may make comparison of the Company’s financial statement 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited 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 unaudited 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. 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 each Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of June 30, 2022 and December 31, 2021, the Company had not experienced losses on these accounts and management does not believe the Company was exposed to significant risks on such accounts. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account can be comprised of investments in mutual funds invested in 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 mutual funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are presented on the condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying unaudited 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 and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets primarily due to their short-term nature, except for derivate warrant liabilities (see Note 6). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2022 and December 31, 2021, the The Company’s warrant liabilities are valued based on the trading price of Public Warrants. Significant deviations from this input could result in a material change in fair value. 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. See Note 8 for additional information on assets and liabilities measured at fair value. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees 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 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 ASC 815-15. re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants (which are discussed in Notes 3, 4, 5, 6 and 8) are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement Company’s unaudited condensed statements of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been determined using the traded value of the Public Warrants each measurement date, as the Private Placement Warrants have substantially the same terms as the Public Warrants. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022 an Class A ordinary shares subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, respectively, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Income Taxes FASB ASC Topic 740 “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2022 and December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net income by the weighted average number of shares of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 18,317,434 shares of the Company’s ordinary shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. 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 since t i For The Three For The Three For The Six Months Ended For The Six Redeemable Class A Ordinary Shares Numerator: Net income (loss) allocable to Redeemable Class A Ordinary Shares $ 3,579,643 $ (1,775,452 ) $ 8,434,474 $ 988,747 Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares 36,394,500 36,394,500 36,394,500 36,394,500 Basic and diluted net income (loss) per share, Class A subject to possible redemption $ 0.10 $ (0.05 ) $ 0.23 $ 0.03 Non-Redeemable Numerator: Net income (loss) allocable to non-redeemable $ 894,911 $ (443,863 ) $ 2,108,619 $ 247,187 Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares 9,098,625 9,098,625 9,098,625 9,098,625 Basic and diluted net income (loss) per share, Class B non-redeemable $ 0.10 $ (0.05 ) $ 0.23 $ 0.03 |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On October 23, 2020, the Company consummated the Initial Public Offering of 32,500,000 Units, at $10.00 per Unit, generating gross proceeds of $325.0 million, and incurring offering costs of approximately $18.6 million, inclusive of approximately $11.4 million in deferred underwriting commissions. The underwriter was 45-day additional Each Unit consists of one Class A ordinary share, and one-third 6 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On September 3, 2020, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in exchange for issuance of 19,406,250 Class B ordinary shares, par value $0.0001, (the “Founder Shares”). On September 28, 2020, the Sponsor effected a surrender of 6,468,750 Founder Shares to the Company for no consideration. On October 15, 2020, the Sponsor effected a surrender of 3,593,750 Founder Shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding to 9,343,750 shares. All shares and associated per share amounts have been retroactively restated to reflect all shares surrendered. The Sponsor agreed to forfeit up to 1,218,750 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 U U The Sponsor and the Company’s directors and executive officers have 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 Warrants Simultaneously with the closing of the Initial Public Offering on October 23, 2020, the Company completed the Private Placement of an aggregate of 5,666,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $8.5 million. Simultaneously with the closing of the Over-Allotment on December 1, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 519,267 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $0.8 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. The proceeds from the Private Placement Warrants are added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On September 3, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest 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 $4.5 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 did not have any outstanding balance under the Working Capital Loans. Administrative Services Agreement On October 23, 2020, the Company entered into an agreement to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $ 30,000 for these services for each of the three and six months ended June 30, 2022 and June 30, 2021, and is included in Administrative expenses — related party on the accompanying unaudited condensed statements of operations. There was and $120,000 in administrative services fees under the agreement included in the Due to Related Party balance as of June 30, 2022 and December 31, 2021, respectively. Cash Director Fee Program On March 28, 2022, the Compensation Committee of the Board of Directors approved a cash director fee program for independent directors. Under the program, the Company’s independent directors will be paid $60,000 per year, payable quarterly in arrears, beginning in the first quarter of 2022. As of June 30, 2022, $60,000 was accrued for cash director fees. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Registration and Shareholder Rights The holders of Founder Shares, 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. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up Underwriting Agreement The Company granted the U 45-day U additiona l The U per unit, which totaled million in underwriting discounts, paid upon the closing of the Initial Public Offering and Over-Allotment. In addition, per unit, which totaled million in the aggregate, will be payable to the Underwriters for deferred underwriting commissions. The deferred fee will become payable to the Underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | Note 6—Derivative Warrant Liabilities As of June 30, 2022 and December 31, 2021, the Company ha d The warrants have an exercise price of $11.50 per whole share 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 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 described 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. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00. • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Except as set forth below, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. 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 based on the agreed redemption date and the “fair market value” of the Company’s Class A ordinary shares; • if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading • the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company has not completed the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Shareholder's Deficit
Shareholder's Deficit | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholder's Deficit | Note 7—Shareholders’ Deficit Preference Shares — Class A Ordinary Shares — 950,000,000 36,394,500 Class B Ordinary Shares — shares were subject to forfeiture to the extent that the Underwriters’ over-allotment option was not exercised in full or in part, so that the holders of Founder Shares prior to the Initial Public Offering would collectively own approximately of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. The Underwriters partially exercised their over-allotment option on December 1, 2020; thus, shares of Class B ordinary shares were forfeited in conjunction with the Underwriters’ partial exercise of the over-allotment. (See Note 4). 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 our shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares, provided, however, that such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, 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 of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8—Fair Value Measurements The following table presents information about the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis as of June 30, 2022, by level within the fair value hierarchy: Level 1 Level 2 Level 3 Total Assets Marketable securities held in Trust Account $ 364,482,454 $ — $ — $ 364,482,454 Liabilities: Public Warrants $ 1,214,363 $ — $ — $ 1,214,363 Private Placement Warrants — 619,212 — 619,212 Total liabilities $ 1,214,363 $ 619,212 $ — $ 1,833,575 The following table presents information about the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis as of December 31, 2021, by level within the fair value hierarchy: Level 1 Level 2 Level 3 Total Assets Marketable securities held in Trust Account $ 363,987,687 $ — $ — $ 363,987,687 Liabilities: Public Warrants $ 8,492,050 $ — $ — $ 8,492,050 Private Placement Warrants — 4,330,154 — 4,330,154 Total liabilities $ 8,492,050 $ 4,330,154 $ — $ 12,822,204 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels during the six months ended June 30, 2022 and June 30, 2021. Level 1 instruments include investments in mutual funds invested in government 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 of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. The fair value of Public Warrants issued in connection with the Initial Public Offering were subsequently measured based on the listed market price of such warrants, a Level 1 measurement, since December 2020. The fair value of the Private Placement Warrants has subsequently been measured by reference to the trading price of the Public Warrants, which is considered to be a Level 2 fair value measurement. For the six months ended June 30, 2022 and June 30, 2021, the Company recognized gains to the statement of operations resulting from decreases in the fair value of derivative warrant liabilities of approximately million and $3.1 million, respectively, which is presented as a change in the fair value of derivative warrant liabilities on the accompanying unaudited condensed statements of operations. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9—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 on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited 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 unaudited 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. |
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 each |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of June 30, 2022 and December 31, 2021, the Company had not experienced losses on these accounts and management does not believe the Company was exposed to significant risks on such accounts. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account can be comprised of investments in mutual funds invested in 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 mutual funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are presented on the condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying unaudited |
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 and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets primarily due to their short-term nature, except for derivate warrant liabilities (see Note 6). |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2022 and December 31, 2021, the The Company’s warrant liabilities are valued based on the trading price of Public Warrants. Significant deviations from this input could result in a material change in fair value. 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. See Note 8 for additional information on assets and liabilities measured at fair value. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred 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 |
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 ASC 815-15. re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants (which are discussed in Notes 3, 4, 5, 6 and 8) are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement Company’s unaudited condensed statements of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been determined using the traded value of the Public Warrants each measurement date, as the Private Placement Warrants have substantially the same terms as the Public Warrants. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022 an Class A ordinary shares subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, respectively, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. |
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 to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2022 and December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (loss) per Ordinary Share | Net Income (loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net income by the weighted average number of shares of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 18,317,434 shares of the Company’s ordinary shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. 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 since t i For The Three For The Three For The Six Months Ended For The Six Redeemable Class A Ordinary Shares Numerator: Net income (loss) allocable to Redeemable Class A Ordinary Shares $ 3,579,643 $ (1,775,452 ) $ 8,434,474 $ 988,747 Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares 36,394,500 36,394,500 36,394,500 36,394,500 Basic and diluted net income (loss) per share, Class A subject to possible redemption $ 0.10 $ (0.05 ) $ 0.23 $ 0.03 Non-Redeemable Numerator: Net income (loss) allocable to non-redeemable $ 894,911 $ (443,863 ) $ 2,108,619 $ 247,187 Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares 9,098,625 9,098,625 9,098,625 9,098,625 Basic and diluted net income (loss) per share, Class B non-redeemable $ 0.10 $ (0.05 ) $ 0.23 $ 0.03 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Summary Of Reconciliation Of Ordinary Shares Subject To Possible Redemption [Abstract] | |
Summary Of Earning Per Share Basic And Diluted | As a result, diluted income per share is the same as basic income per share for the periods presented. For The Three For The Three For The Six Months Ended For The Six Redeemable Class A Ordinary Shares Numerator: Net income (loss) allocable to Redeemable Class A Ordinary Shares $ 3,579,643 $ (1,775,452 ) $ 8,434,474 $ 988,747 Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares 36,394,500 36,394,500 36,394,500 36,394,500 Basic and diluted net income (loss) per share, Class A subject to possible redemption $ 0.10 $ (0.05 ) $ 0.23 $ 0.03 Non-Redeemable Numerator: Net income (loss) allocable to non-redeemable $ 894,911 $ (443,863 ) $ 2,108,619 $ 247,187 Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares 9,098,625 9,098,625 9,098,625 9,098,625 Basic and diluted net income (loss) per share, Class B non-redeemable $ 0.10 $ (0.05 ) $ 0.23 $ 0.03 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary Of Assets And Laibilities Measured At Fair Value | The following table presents information about the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis as of June 30, 2022, by level within the fair value hierarchy: Level 1 Level 2 Level 3 Total Assets Marketable securities held in Trust Account $ 364,482,454 $ — $ — $ 364,482,454 Liabilities: Public Warrants $ 1,214,363 $ — $ — $ 1,214,363 Private Placement Warrants — 619,212 — 619,212 Total liabilities $ 1,214,363 $ 619,212 $ — $ 1,833,575 The following table presents information about the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis as of December 31, 2021, by level within the fair value hierarchy: Level 1 Level 2 Level 3 Total Assets Marketable securities held in Trust Account $ 363,987,687 $ — $ — $ 363,987,687 Liabilities: Public Warrants $ 8,492,050 $ — $ — $ 8,492,050 Private Placement Warrants — 4,330,154 — 4,330,154 Total liabilities $ 8,492,050 $ 4,330,154 $ — $ 12,822,204 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($) | 1 Months Ended | 4 Months Ended | 6 Months Ended | ||||
Dec. 01, 2020 | Oct. 23, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 03, 2020 | |
Common stock, price per public share | $ 10 | ||||||
Percentage of aggregate public shares restricted from redeem | 15% | ||||||
Business combination within in the combination period, possible per share value of residual assets remaining available for distribution | $ 10 | ||||||
Cash | $ 3,937 | $ 4,311 | |||||
Net working capital | $ (2,900,000) | ||||||
Warrants exercise price | $ 11.5 | ||||||
Sponsor [Member] | |||||||
Initial public offering, units | 35,000 | ||||||
Contribution from the sponsor | $ 1,600,000 | ||||||
HIGA Related Party Loans [Member] | |||||||
Working capital loan | $ 4,500,000 | ||||||
Maximum [Member] | |||||||
Public shares redeemable amount limit of net tangible assets | 5,000,001 | ||||||
Business combination, maximum amount of interest to pay dissolution expenses | $ 100,000 | ||||||
Minimum [Member] | |||||||
Initial public offering, price per unit | $ 10 | ||||||
Percentage of aggregate public shares restricted from redeem | 100% | ||||||
Percentage Of Ownership In Investment Company Post Business Combination [Member] | |||||||
Equity method investment, ownership percentage | 50% | ||||||
Trust account [Member] | |||||||
Initial public offering, price per unit | $ 10 | ||||||
Initial public offering, gross proceeds | $ 363,900,000 | ||||||
Trust account [Member] | Minimum [Member] | |||||||
Initial public offering, price per unit | 10 | ||||||
Common Class A [Member] | |||||||
Ordinary shares, par value | 0.0001 | $ 0.0001 | |||||
Common stock, price per public share | 9.2 | ||||||
Warrants exercise price | $ 11.5 | ||||||
Common Class B [Member] | |||||||
Ordinary shares, par value | 0.0001 | $ 0.0001 | $ 0.0001 | ||||
IPO [Member] | |||||||
Initial public offering, units | 32,500,000 | ||||||
Initial public offering, price per unit | $ 10 | 10 | |||||
Initial public offering, gross proceeds | $ 325,000,000 | ||||||
Over-Allotment Option [Member] | |||||||
Initial public offering, units | 3,894,500 | 4,875,000 | |||||
Initial public offering, price per unit | $ 10 | ||||||
Initial public offering, gross proceeds | $ 38,900,000 | ||||||
Deferred Underwriting Fee | 1,400,000 | $ 1,400,000 | |||||
Additional Offering Costs | $ 2,100,000 | ||||||
Over-Allotment Option [Member] | Common Class B [Member] | |||||||
Initial public offering, units | 3,894,500 | ||||||
Initial public offering, gross proceeds | $ 38,900,000 | ||||||
Deferred Underwriting Fee | 1,400,000 | ||||||
Additional Offering Costs | $ 2,100,000 | ||||||
Private Placement [Member] | |||||||
Initial public offering, units | 5,666,667 | ||||||
Initial public offering, price per unit | $ 1.5 | ||||||
Initial public offering, private placement gross proceeds | $ 8,500,000 | ||||||
Private Placement [Member] | Sponsor [Member] | |||||||
Initial public offering, price per unit | $ 1.5 | ||||||
Initial public offering, private placement gross proceeds | $ 8,500,000 | ||||||
Class Of Warrants Or Rights Issued During The Period | 519,267 | ||||||
Proceeds from Issuance of Warrants | $ 800,000 | ||||||
Private Placement [Member] | Common Class A [Member] | |||||||
Ordinary shares, par value | 11.5 | ||||||
Warrants exercise price | $ 11.5 | ||||||
Private Placement Warrants [Member] | |||||||
Class of warrants or rights warrants issued during the period | 5,666,667 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 6 Months Ended | |||
Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Federal depository insurance coverage | $ 250,000 | $ 250,000 | ||
Potentially dilutive common shares excluded from the computation of weighted-average shares outstanding | 18,317,434 | |||
Dilutive securities | $ 0 | $ 0 | ||
Cash Equivalents | $ 0 | $ 0 | $ 0 | |
Trust account [Member] | ||||
Term of marketable securities held in Trust Account | 185 days | |||
Common Class A [Member] | ||||
Class A shares subject to possible redemption (Shares) | 36,394,500 | 36,394,500 | 36,394,500 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Earnings Per Share (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Redeemable Class A Ordinary Shares [Member] | ||||
Summary Of Earnings Per Share [Line Items] | ||||
Numerator: Net income allocable | $ 3,579,643 | $ (1,775,452) | $ 8,434,474 | $ 988,747 |
Denominator: Weighted average shares outstanding, Basic | 36,394,500 | 36,394,500 | 36,394,500 | 36,394,500 |
Denominator: Weighted average shares outstanding, Diluted | 36,394,500 | 36,394,500 | 36,394,500 | 36,394,500 |
Basic net income (loss) per share | $ 0.1 | $ (0.05) | $ 0.23 | $ 0.03 |
Diluted net income (loss) per share | $ 0.1 | $ (0.05) | $ 0.23 | $ 0.03 |
Non Redeemable Class B Ordinary Shares [Member] | ||||
Summary Of Earnings Per Share [Line Items] | ||||
Numerator: Net income allocable | $ 894,911 | $ (443,863) | $ 2,108,619 | $ 247,187 |
Denominator: Weighted average shares outstanding, Basic | 9,098,625 | 9,098,625 | 9,098,625 | 9,098,625 |
Denominator: Weighted average shares outstanding, Diluted | 9,098,625 | 9,098,625 | 9,098,625 | 9,098,625 |
Basic net income (loss) per share | $ 0.1 | $ (0.05) | $ 0.23 | $ 0.03 |
Diluted net income (loss) per share | $ 0.1 | $ (0.05) | $ 0.23 | $ 0.03 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 4 Months Ended | ||||
Dec. 01, 2020 | Oct. 23, 2020 | Dec. 31, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | |
Common Class A [Member] | |||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | |||
IPO [Member] | |||||
Initial public offering, units | 32,500,000 | ||||
Initial public offering, price per unit | $ 10 | 10 | |||
Initial public offering, gross proceeds | $ 325 | ||||
Initial public offering, offering costs | 18.6 | ||||
Initial public offering, deferred underwriting commissions | $ 11.4 | ||||
Over-Allotment Option [Member] | |||||
Initial public offering, units | 3,894,500 | 4,875,000 | |||
Initial public offering, price per unit | $ 10 | ||||
Initial public offering, gross proceeds | $ 38.9 | ||||
Additional offering costs | 2.1 | ||||
Deferred underwriting fee | $ 1.4 | $ 1.4 | |||
Private Placement [Member] | |||||
Initial public offering, units | 5,666,667 | ||||
Initial public offering, price per unit | $ 1.5 | ||||
Private Placement [Member] | Common Class A [Member] | |||||
Ordinary shares, par value | $ 11.5 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Jun. 30, 2022 | Mar. 28, 2022 | Dec. 31, 2021 | Dec. 01, 2020 | Oct. 23, 2020 | Oct. 15, 2020 | Sep. 28, 2020 | Sep. 03, 2020 | Sep. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||
Offering costs for an aggregate price | $ 25,000 | |||||||||||
Warrants exercise price per shares | $ 11.5 | $ 11.5 | $ 11.5 | |||||||||
Amounts due to related party | $ 180,000 | $ 120,000 | $ 180,000 | $ 180,000 | ||||||||
Accured Expenses [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Cash director fees | $ 60,000 | $ 60,000 | $ 60,000 | |||||||||
Share Price More Than Or Equals To USD tweleve [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Class of warrant or right redemption threshold consecutive trading days | 30 days | |||||||||||
Public Warrants [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Class of warrant or right, threshold trading days for exercise from date of business combination | 150 days | |||||||||||
Independent Director [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related Party Transaction, Amounts of Transaction | $ 60,000 | |||||||||||
Private Placement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
No of shares issued | 5,666,667 | |||||||||||
Initial Public Offering, price per unit | $ 1.5 | |||||||||||
Initial Public Offering, private placement gross proceeds | $ 8,500,000 | |||||||||||
Minimum [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Initial Public Offering, price per unit | $ 10 | $ 10 | $ 10 | |||||||||
Minimum [Member] | Share Price More Than Or Equals To USD tweleve [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Class of warrant or right redemption threshold consecutive trading days | 20 days | |||||||||||
Founder Shares [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares common stock subject to repurchase Or cancellation | 3,593,750 | |||||||||||
Percentage of founder shares from related party | 20% | |||||||||||
Maximum number of shares | 140,000 | |||||||||||
Sponsor [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
No of shares issued | 35,000 | |||||||||||
Class of warrant or right, threshold trading days for exercise from date of business combination | 30 days | |||||||||||
Debt face amount | 300,000 | |||||||||||
Sponsor [Member] | Administration Services [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related Party Transaction, Amounts of Transaction | $ 30,000 | $ 60,000 | ||||||||||
Sponsor [Member] | Private Placement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Initial Public Offering, price per unit | $ 1.5 | |||||||||||
Initial Public Offering, private placement gross proceeds | $ 8,500,000 | |||||||||||
Class Of Warrants Or Rights Issued During The Period | 519,267 | |||||||||||
Proceeds from Issuance of Warrants | $ 800,000 | |||||||||||
Sponsor And Other Related Parties [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from notes payable short term | $ 237,000 | |||||||||||
Related party loans [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Working capital loan | $ 4,500,000 | $ 4,500,000 | $ 4,500,000 | |||||||||
Conversion price for warrants | $ 1.5 | $ 1.5 | $ 1.5 | |||||||||
Long-term Debt | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||
Office Space Secretarial And Administrative Services [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related Party Transaction, Amounts of Transaction | $ 10,000 | |||||||||||
Common Class A [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Shares common stock subject to repurchase Or cancellation | 36,394,500 | 36,394,500 | 36,394,500 | |||||||||
Common stock shares outstanding | 0 | 0 | 0 | 0 | ||||||||
Warrants exercise price per shares | $ 11.5 | |||||||||||
Common Class A [Member] | Public Warrants [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Closing Share Threshold Price | $ 12 | $ 12 | $ 12 | |||||||||
Common Class A [Member] | Private Placement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock, par value | 11.5 | 11.5 | 11.5 | |||||||||
Warrants exercise price per shares | 11.5 | 11.5 | 11.5 | |||||||||
Common Class B [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock shares issued during the period | shares | 19,406,250 | |||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Shares common stock subject to repurchase Or cancellation | 6,468,750 | |||||||||||
Common stock shares outstanding | 9,098,625 | 9,098,625 | 9,343,750 | 9,098,625 | 9,098,625 | |||||||
Shares were subject to forfeiture | 245,125 | |||||||||||
Common Class B [Member] | Maximum [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares were subject to forfeiture | 1,218,750 | 1,218,750 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 4 Months Ended | 6 Months Ended | ||
Dec. 01, 2020 | Dec. 31, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | |
Option to purchase additional units | 4,875,000 | |||
Underwriting discount per unit | $ 0.2 | |||
Underwriting discount value | $ 7,300,000 | |||
Deferred underwriting commissions per unit | $ 0.35 | |||
Deferred underwriting commissions | $ 12,738,075 | $ 12,738,075 | ||
Over-Allotment Option [Member] | ||||
Deferred underwriting fee | $ 1,400,000 | $ 1,400,000 | ||
Stock Issued During Period, Shares, New Issues | 3,894,500 | 4,875,000 | ||
Over-Allotment Exercise, Gross Proceeds | $ 38,900,000 | |||
Additional offering costs | 2,100,000 | |||
Common Class B [Member] | Over-Allotment Option [Member] | ||||
Deferred underwriting fee | $ 1,400,000 | |||
Stock Issued During Period, Shares, New Issues | 3,894,500 | |||
Over-Allotment Exercise, Gross Proceeds | $ 38,900,000 | |||
Additional offering costs | $ 2,100,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Oct. 23, 2020 |
Class of warrant or right, exercise price of warrants or rights | $ 11.5 | ||
Warrants and rights outstanding, term | 5 years | ||
Sale of stock, price per share | $ 10 | ||
Redemption of shares per warrant | $ 0.361 | ||
Public Warrants [Member] | |||
Number of warrants outstanding | 12,131,500 | 12,131,500 | |
Private Placement Warrants [Member] | |||
Number of warrants outstanding | 6,185,934 | 6,185,934 | |
Redemption Trigger Price One [Member] | |||
Redemption of warrants price per share | $ 18 | ||
Redemption price per warrant | 0.01 | ||
Share price | 18 | ||
Redemption Trigger Price Two [Member] | |||
Redemption of warrants price per share | 10 | ||
Redemption price per warrant | 0.1 | ||
Share price | 10 | ||
Redemption Trigger Price Two [Member] | Maximum [Member] | |||
Share price | 18 | ||
Common Class A [Member] | |||
Class of warrant or right, exercise price of warrants or rights | $ 11.5 | ||
Sale of stock, price per share | $ 9.2 | ||
Percent of equity proceeds | 60% | ||
Volume weighted average trading price | $ 9.2 | ||
Percent of exercise price of warrant to market value | 115% | ||
Share redemption price | $ 18 | ||
Common Class A [Member] | Redemption Trigger Price Two [Member] | |||
Percent of exercise price of warrant to market value | 180% | ||
Share redemption price | $ 10 |
Shareholder's Deficit - Additio
Shareholder's Deficit - Additional Information (Detail) - $ / shares | 1 Months Ended | 6 Months Ended | ||||||
Dec. 01, 2020 | Oct. 23, 2020 | Oct. 15, 2020 | Sep. 28, 2020 | Sep. 30, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 03, 2020 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Preferred Stock [Member] | ||||||||
Preferred stock, shares authorized | 1,000,000 | |||||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Common Class A [Member] | ||||||||
Common stock, shares authorized | 950,000,000 | 950,000,000 | ||||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares, outstanding | 0 | 0 | ||||||
Common stock shares outstanding subject to possible redemption | 36,394,500 | 36,394,500 | ||||||
Common stock shares issued subject to possible redemption | 36,394,500 | 36,394,500 | ||||||
Common Class B [Member] | ||||||||
Common stock, shares authorized | 95,000,000 | 95,000,000 | ||||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares, outstanding | 9,343,750 | 9,098,625 | 9,098,625 | |||||
Sale of stock, number of shares issued | 19,406,250 | |||||||
Number of shares surrender | 3,593,750 | 6,468,750 | ||||||
Shares subject to forfeiture | 1,218,750 | |||||||
Sale of stock, percentage of ownership before transaction | 20% | |||||||
Percent of shares on converted basis | 20% | |||||||
Shares were subject to forfeiture | 245,125 | |||||||
Common Class B [Member] | Maximum [Member] | ||||||||
Shares were subject to forfeiture | 1,218,750 | 1,218,750 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||
Decrease in fair value of liabilties presented in derivative warrant liabilities | $ 11 | $ 3.1 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of Assets And Laibilities Measured At Fair Value (Details) - Fair Value, Recurring [Member] - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities held in Trust Account | $ 364,482,454 | $ 363,987,687 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Financial Liabilities Fair Value Disclosure | 1,833,575 | 12,822,204 |
Public Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Financial Liabilities Fair Value Disclosure | 1,214,363 | 8,492,050 |
Private warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Financial Liabilities Fair Value Disclosure | 619,212 | 4,330,154 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities held in Trust Account | 364,482,454 | 363,987,687 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Financial Liabilities Fair Value Disclosure | 1,214,363 | 8,492,050 |
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Financial Liabilities Fair Value Disclosure | 1,214,363 | 8,492,050 |
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Financial Liabilities Fair Value Disclosure | 619,212 | 4,330,154 |
Fair Value, Inputs, Level 2 [Member] | Private warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Financial Liabilities Fair Value Disclosure | $ 619,212 | $ 4,330,154 |