Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 30, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 001-39841 | ||
Entity Registrant Name | KAIROS ACQUISITION CORP. | ||
Entity Incorporation, State or Country Code | KY | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address, Address Line One | c/o Ellenoff Grossman & Schole LLP | ||
Entity Address, Address Line Two | 1345 Avenue of the Americas | ||
Entity Address, City or Town | New York | ||
Entity Address State Or Province | NY | ||
Entity Address, Postal Zip Code | 10105 | ||
City Area Code | 917 | ||
Local Phone Number | 783-4057 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 248,514,000 | ||
Entity Central Index Key | 0001824171 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Transition Report | false | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Firm ID | 100 | ||
Auditor Location | New York, New York | ||
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | ||
Trading Symbol | KAIRU | ||
Security Exchange Name | NASDAQ | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Trading Symbol | KAIR | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 27,600,000 | ||
Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A ordinary share | ||
Trading Symbol | KAIRW | ||
Security Exchange Name | NASDAQ | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,900,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 132,241 | $ 111,696 |
Prepaid expenses | 481,445 | |
Total current assets | 613,686 | 111,696 |
Investments held in Trust Account | 276,017,343 | |
Deferred offering costs | 237,539 | |
Total Assets | 276,631,029 | 349,235 |
Current liabilities | ||
Accounts payable | 154,715 | 15,161 |
Accrued expenses | 70,957 | 65,076 |
Note payable - related party | 280,000 | |
Working Capital Loan - related party, at fair value | 179,352 | |
Total current liabilities | 405,024 | 360,237 |
Deferred underwriting commissions | 9,660,000 | |
Derivative warrant liabilities | 10,691,800 | |
Total Liabilities | 20,756,824 | 360,237 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption; 27,600,000 and -0- shares at $10.00 per share redemption value at December 31, 2021 and 2020, respectively | 276,000,000 | |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at December 31, 2021 and 2020 | ||
Additional paid-in capital | 24,310 | |
Accumulated deficit | (20,126,485) | (36,002) |
Total shareholders' deficit | (20,125,795) | (11,002) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 276,631,029 | 349,235 |
Class A Common Stock Subject to Redemption | ||
Current liabilities | ||
Class A ordinary shares subject to possible redemption; 27,600,000 and -0- shares at $10.00 per share redemption value at December 31, 2021 and 2020, respectively | 276,000,000 | |
Class B Common Stock | ||
Shareholders' Deficit: | ||
Common stock | $ 690 | $ 690 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Par value | $ 0.0001 | $ 0.0001 |
Number of shares authorized | 200,000,000 | 200,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class A Common Stock Subject to Redemption | ||
Par value | $ 0.0001 | $ 0.0001 |
Number of shares authorized | 200,000,000 | 200,000,000 |
Common shares, shares issued | 27,600,000 | 0 |
Common shares, shares outstanding | 27,600,000 | 0 |
Temporary equity, shares outstanding | 27,600,000 | 0 |
Purchase price, per unit | $ 10 | $ 10 |
Class B Common Stock | ||
Par value | $ 0.0001 | $ 0.0001 |
Number of shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 6,900,000 | 6,900,000 |
Common shares, shares outstanding | 6,900,000 | 6,900,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
General and administrative expenses | $ 36,002 | $ 1,890,972 |
Administrative expenses - related party | 240,000 | |
Loss from operations | (36,002) | (2,130,972) |
Other income (expenses): | ||
Change in fair value of derivative warrant liabilities | 11,128,200 | |
Change in fair value of Working Capital Loan - related party | 8,648 | |
Financing costs - derivative warrant liabilities | (776,880) | |
Interest income from investments held in Trust Account | 17,343 | |
Interest expense from Working Capital Loan - related party | (957) | |
Total other income (expenses) | 10,376,354 | |
Net income (loss) | (36,002) | 8,245,382 |
Class A Common Stock | ||
Other income (expenses): | ||
Net income (loss) | $ 6,568,663 | |
Weighted Average Number of Shares Outstanding, Basic | 27,031,233 | |
Weighted Average Number of Shares Outstanding, Diluted | 27,031,233 | |
Basic net income (loss) per share | $ 0.24 | |
Diluted net income (loss) per share | $ 0.24 | |
Class B Common Stock | ||
Other income (expenses): | ||
Net income (loss) | $ (36,002) | $ 1,676,719 |
Weighted Average Number of Shares Outstanding, Basic | 6,000,000 | 6,872,877 |
Weighted Average Number of Shares Outstanding, Diluted | 6,000,000 | 6,900,000 |
Basic net income (loss) per share | $ (0.01) | $ 0.24 |
Diluted net income (loss) per share | $ (0.01) | $ 0.24 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Class A Common StockCommon Stock | Class A Common Stock | Class B Common StockCommon Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Aug. 25, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Balance at the beginning (in shares) at Aug. 25, 2020 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of Class B ordinary shares to Sponsor | $ 690 | 24,310 | 25,000 | ||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 6,900,000 | ||||||
Net income (loss) | $ (36,002) | (36,002) | (36,002) | ||||
Balance at the end at Dec. 31, 2020 | $ 690 | 24,310 | (36,002) | (11,002) | |||
Balance at the end (in shares) at Dec. 31, 2020 | 6,900,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Accretion of Class A ordinary shares subject to possible redemption | $ (24,310) | (28,335,865) | (28,360,175) | ||||
Net income (loss) | $ 6,568,663 | $ 1,676,719 | 8,245,382 | 8,245,382 | |||
Balance at the end at Dec. 31, 2021 | $ 690 | $ (20,126,485) | $ (20,125,795) | ||||
Balance at the end (in shares) at Dec. 31, 2021 | 6,900,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (36,002) | $ 8,245,382 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Financing costs - derivative warrant liabilities | 776,880 | |
Change in fair value of derivative warrant liabilities | (11,128,200) | |
Change in fair value of promissory note - related party | (8,648) | |
Interest income from investments held in Trust Account | (17,343) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 25,000 | (481,445) |
Accounts payable | 2,726 | 139,554 |
Accrued expenses | 8,276 | (7,319) |
Net cash used in operating activities | (2,481,139) | |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (276,000,000) | |
Net cash used in investing activities | (276,000,000) | |
Cash Flows from Financing Activities: | ||
Repayment of note payable to related parties | (280,000) | |
Proceeds from working capital loan | 188,000 | |
Proceeds from note payable to related party | 127,146 | |
Proceeds received from initial public offering, gross | 276,000,000 | |
Proceeds received from private placement | 8,020,000 | |
Offering costs paid | (15,450) | (5,426,316) |
Net cash provided by financing activities | 111,696 | 278,501,684 |
Net change in cash | 111,696 | 20,545 |
Cash - beginning of the period | 111,696 | |
Cash - end of the period | 111,696 | 132,241 |
Supplemental disclosure of noncash investing and financing activities: | ||
Offering costs included in accounts payable | 12,435 | |
Offering costs paid through note payable | 152,854 | |
Offering costs included in accrued expenses | 56,800 | 70,000 |
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | $ 25,000 | |
Deferred underwriting commissions in connection with the initial public offering | $ 9,660,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1 - Description of Organization and Business Operations Organization and General Kairos Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on August 26, 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 (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. At December 31, 2021, the Company had not yet commenced operations. All activity for the period from August 26, 2020 (inception) through December 31, 2021 relates to the Company’s formation and its preparation for the initial public offering (“Initial Public Offering”), which is described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of income earned on investments on investments in the Trust Account (as defined below). The Company’s sponsor is Kairos Alpha Acquisition LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 5, 2021. On January 8, 2021, the Company consummated its Initial Public Offering of 24,000,000 units (each, a “Unit” and collectively, the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $240.0 million, and incurring offering costs of approximately $13.3 million, inclusive of $8.4 million in deferred underwriting commissions. The underwriters exercised the over-allotment option in full and on January 12, 2021, purchased an additional 3,600,000 units (the “Over-Allotment Units”), generating additional gross proceeds of $36.0 million (the “Over-Allotment”), and incurring additional offering costs of approximately $2.0 million, inclusive of approximately $1.3 million of deferred underwriting commissions see (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,300,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $7.3 million. In connection with the consummation of the sale of additional Units pursuant to the underwriters’ Over-Allotment on January 12, 2021, the Company sold an additional 720,000 Units to the Sponsor at $1.00 per Private Placement Warrant generating additional gross proceeds of approximately $0.7 million received by the Company on January 8, 2021 see (Note 4). Upon the closing of the Initial Public Offering, the Over-Allotment and the Private Placement, $276.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and was invested only in U.S. government securities within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of 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 of 1940, as amended (the “Investment Company Act”). The Company will provide the holders of its Public Shares (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares have been classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 and the approval of an ordinary resolution. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor’s and HS Chronos’ (the “Initial Shareholders”) officers and directors have agreed not to propose an amendment to Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or 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 January 8, 2023, (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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and 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 each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Initial Shareholders and the Company’s officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders 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 its deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor (other than the Company’s independent registered accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. 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 (except for the Company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of December 31, 2021, the Company had approximately $132,000 in its operating bank account and working capital of approximately $209,000. Prior to the completion of the Initial Public Offering, the Over-Allotment and the Private Placement, the Company’s liquidity needs had been satisfied through the payment of $25,000 from the Sponsor to cover for certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares, and a loan of $280,000 pursuant to the Note issued to the Sponsor see (Note 4). The Company repaid the Note in full on January 8, 2021. Subsequent to the closing of the Initial Public Offering, the Over-Allotment and Private Placement, the proceeds from the consummation of the Private Placement not held in the Trust Account has been used to satisfy the Company’s liquidity. In addition, in order to finance transaction costs in connection with a Business Combination, the Initial Shareholders, Sponsor, officers or directors may, but are not obligated to, provide the Company Working Capital Loans. As of December 31, 2020, there were no amounts outstanding under any Working Capital Loan. On November 16, 2021, one of the Company’s Initial Shareholders agreed to grant the Company the Working Capital Loan Line of Credit of up to $1.5 million in the form of an unsecured promissory note (see Note 4). As of December 31, 2021, there was $188,000 of outstanding borrowings under the Working Capital Loan Line of Credit, presented at fair value of approximately $179,000, with approximately $1.3 million available to be drawn. As of December 31, 2021, there were no other amounts outstanding under Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Working Capital Loan and from its Initial Shareholders or an affiliate of its Initial Shareholders, or certain of the Company’s officers and directors to meet its needs through the consummation of a Business Combination. However, 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,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 8, 2023. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s 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 these financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021 and 2020. 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. As of December 31, 2021 and 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the 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 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 the interest income from investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Working Capital Loan – Related Party The Company has elected the fair value option to account for its Working Capital Loan – related party with HS Chronos as defined and more fully described in Note 4. As a result of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of Working Capital Loan – related party on the statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability. 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 its warrants to purchase ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The public 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 at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of the Public Warrants issued in connection with the Public Offering was initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of Public Warrants issued in connection with the Initial Public Offering has been measured based on the listed market price of such warrants as of December 31, 2021. The fair value of the Private Warrants has been estimated initially and subsequently, as of December 31, 2021, using a modified version of the Black-Scholes option pricing model. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs that were incurred through, and directly related to, the Initial Public Offering. Offering costs associated with the issuance of derivative warrant liabilities are expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the ordinary shares and public warrants were charged against the carrying value of the Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering and the Over-Allotment. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption 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’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 27,600,000 and -0- Class A ordinary shares subject to possible redemption are presented as temporary equity, respectively, outside of the shareholders’ deficit section of the Company’s balance sheets. Under ASC 480-10S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including the consummation of the Over-Allotment), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes”. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 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 financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-Allotment) and the Private Placement Warrants to purchase an aggregate of 21,820,000 shares of Class A ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events. The Company has considered the effect of Class B ordinary shares that were excluded from the weighted average number of basic shares outstanding as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company has included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For The Period From August 26, 2020 (inception) Year Ended December 31, 2021 Through December 31, 2020 Class A Class B Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) - basic $ 6,573,918 $ 1,671,464 $ (36,002) Allocation of net income (loss) - diluted $ 6,568,663 $ 1,676,719 $ (36,002) Denominator: Basic weighted average common shares outstanding 27,031,233 6,872,877 6,000,000 Diluted weighted average common shares outstanding 27,031,233 6,900,000 6,000,000 Basic net income (loss) per ordinary share $ 0.24 $ 0.24 $ (0.01) Diluted net income (loss) per ordinary share $ 0.24 $ 0.24 $ (0.01) Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering. | |
Initial Public Offering | Note 3 - Initial Public Offering On January 8, 2021, the Company consummated its Initial Public Offering of 24,000,000 Units at $10.00 per Unit, generating gross proceeds of $240.0 million, and incurring offering costs of approximately $13.3 million, inclusive of approximately $8.4 million in deferred underwriting commissions. The underwriters were granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,600,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. On January 12, 2021, the underwriters exercised the over-allotment option in full and, purchased an additional 3,600,000 Over-Allotment Units, generating additional gross proceeds of $36.0 million, and incurring additional offering costs of approximately $2.0 million, inclusive of approximately $1.3 million of deferred underwriting commissions. Each Unit consists of one Class A ordinary share, and one |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 4 - Related Party Transactions Founder Shares On August 31, 2020, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain expenses on behalf of the Company in exchange for the issuance of 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On September 10, 2020, HS Chronos purchased 3,287,412 Founder Shares from the Sponsor for $14,293, or $0.004 per share. On January 5, 2021, the Company declared a share dividend satisfied by way of issuance of 0.2 of a share for each ordinary share issued and outstanding, resulting in the Sponsor holding an aggregate of 2,955,106 Founder Shares (up to 285,212 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised) and HS Chronos holding an aggregate of 3,944,894 Founder Shares (up to 614,788 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised). All shares and associated amounts have been adjusted to reflect this share dividend. The forfeiture would be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On January 12, 2021, the underwriters fully exercised the over-allotment option; thus, these Founder Shares were no longer subject to forfeiture. The Founder Shares will automatically convert into shares of Class A ordinary shares at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 6. The Initial Shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the initial Business Combination, the Founder Shares will be released from the lockup. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of an 7,300,000 Private Placement Warrants to the Sponsor and HS Chronos at an average purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $7,300,000. In connection with the consummation of the sale of additional Units pursuant to the underwriters’ over-allotment option on January 12, 2021, the Company sold the additional 720,000 Units to the Sponsor at $1.00 per Private Placement Warrant generating additional gross proceeds of approximately $0.7 million received by the Company on January 8, 2021. The Private Placement Warrants are identical to the Public Warrants sold as part of the Units in the Initial Public Offering, except that the Sponsor and HS Chronos have agreed not to transfer, assign or sell any of the Private Placement Warrants (except to certain permitted transferees) until 30 days after the completion of the Company’s initial Business Combination. The Private Placement Warrants are also not redeemable by the Company so long as they are held by the Sponsor and HS Chronos or their respective permitted transferees. Certain proceeds from the Private Placement Warrants were 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 will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. Related Party Loans On August 28, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and was payable upon the earlier of June 30, 2021 or the completion of the Initial Public Offering. The Company borrowed $280,000 under the Note through December 31, 2020 and repaid the Note in full on January 8, 2021. This facility is no longer available to be drawn. In order to finance the Company’s working capital needs and transaction costs in connection with an initial Business Combination, on November 16, 2021, one of the Company’s initial shareholders agreed to loan the Company up to $1,500,000 (“Working Capital Loans”) pursuant to a line of credit (“Working Capital Line of Credit”). The Company intends to use its borrowings for paying accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Working Capital Loans accrue interest at eleven percent (11%) per annum and are due on the earlier of January 8, 2023 or the completion of an initial Business Combination. The lender may decline requests for Working Capital Loans that fund items not contemplated by or in excess of the Company’s operating budget. If the Company completes an initial Business Combination, the Company must repay the outstanding balance of the principal and interest owing under the Working Capital Line of Credit either, at the lender’s election, (i) in cash out of the proceeds of the Trust Account released to the Company or (ii) by converting up to $1,500,000 of the outstanding balance of the principal, in whole or in part, into the Company’s warrants at a price of $1.00 per warrant and paying the outstanding balance of the interest in cash. In the event that an initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans and interest arising therefrom. The Working Capital Line of Credit and funds available to the Company outside of the Trust Account may not be sufficient to allow the Company to operate until January 8, 2023 (24 months following the closing of its initial public offering), assuming that its initial business combination is not completed during that time. The Company expects to incur significant costs in pursuit of its acquisition plans. Management’s plans to address this potential need for capital are discussed in the section of this Report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” However, the Company’s affiliates are not obligated to make further loans to the Company in the future, and the Company may not be able to raise additional financing from unaffiliated parties necessary to fund its expenses. Any such event in the future may negatively impact the analysis regarding the Company’s ability to continue as a going concern at such time. As of December 31, 2021, there was $188,000 of outstanding borrowings under the Working Capital Loan Line of Credit, presented at fair value of approximately $179,000, with approximately $1.3 million available to be drawn. There were no other Working Capital Loans outstanding as of December 31, 2021 or 2020. Administrative Support Agreement Commencing on the effective date of the Company’s Initial Public Offering, the Company agreed to pay its Sponsor a total of up to $20,000 per month, for up to 24 months, for office space, utilities, secretarial and administrative support, of which Mr. de St. Paer, the Company’s Chief Financial Officer, will be paid $10,000 per month. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2021 and for the period from August 26, 2020 (inception) through December 31, 2020, the Company incurred approximately $240,000 and $0, for expenses in connection with the Administrative Support Agreement, included as administrative expenses – related party on the accompanying statements of operations. As of December 31, 2021 and 2020, there were $20,000 and $0 payable for such expenses. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 5 - Commitments and Contingencies Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, 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, these holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 3,600,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On January 12, 2021, the underwriters exercised the over-allotment option in full. The underwriters were entitled to an underwriting discount of $0.20 per Unit, excluding 1,980,000 Units purchased by HS Chronos, or $4.4 million in the aggregate (or approximately $5.1 million in the aggregate if the underwriters’ over-allotment option was exercised in full), paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $8.4 million in the aggregate (or approximately $9.7 million in the aggregate if the underwriters’ over-allotment option was exercised in full) was 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. Contingent Fee Arrangement The Company has entered into fee arrangements with an advisor in connection with the Company’s search for a prospective initial business combination. A portion of the fees in connection with the services rendered as of December 31, 2021, amounting to approximately $1.6 million only become due and payable upon the closing of a business combination, and therefore not included as liabilities on the accompanying balance sheets. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that, while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 is not determinable as of the date of these 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 financial statements. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 12 Months Ended |
Dec. 31, 2021 | |
Class A Ordinary Shares Subject to Possible Redemption | |
Class A Ordinary Shares Subject To Possible Redemption | Note 6 - Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 ordinary shares with a par value of $0.0001 per share. Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021, there were 27,600,000 Class A ordinary shares outstanding, all of which were subject to possible redemption and are classified outside of permanent equity in the balance sheets. Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled on the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to public warrants (13,800,000) Class A ordinary share issuance costs (14,560,175) Plus: Accretion of carrying value to redemption value 28,360,175 Class A ordinary share subject to possible redemption $ 276,000,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Warrant Liabilities | |
Derivative Warrant Liabilities | Note 7 - Derivative Warrant Liabilities As of December 31, 2021, the Company had 13,800,000 Public Warrants and 8,020,000 Private Warrants outstanding. The Public Warrants will become exercisable at $11.50 per share on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Proposed Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital-raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, plus 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 the Class A ordinary shares during the 10-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, then 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 below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Proposed Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Initial Shareholders or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company 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 call the Public Warrants for redemption (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last reported sale price (“the closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, the Company will have the option to require any holder that wishes to exercise his, her or its warrant to do so on a “cashless basis.” In no event will the Company be required to net cash settle any Warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless. |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Shareholders' Deficit | |
Shareholders' Deficit | Note 8 - Shareholders’ Deficit Preference Shares — Class A Ordinary Shares — issued outstanding Class B Ordinary Shares — outstanding The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis (as adjusted). In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including 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, or to be issued, to any seller in the initial Business Combination and any warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9 - Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Money Market Funds $ 276,017,343 $ — $ — Liabilities: Derivative warrant liabilities - Public $ 6,762,000 $ — $ — Derivative warrant liabilities - Private $ — $ — $ 3,929,800 Working Capital Loan - related party $ — $ — $ 179,352 As of December there assets liabilities fair Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in February 2021 as the Public Warrants were separately listed and traded in February 2021. There were no other Level 1 assets include investments in mutual funds invested in government securities and Public Warrants. 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 was initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Public Warrants has been measured based on the listed market price of such warrants, a Level 1 measurement, as of December 31, 2021. The fair value of the Private Warrants has been initially and subsequently estimated using a modified Black-Scholes option pricing model. For the year ended December 31, 2021, the Company recognized a gain to the statement of operations resulting from a decrease in the fair value of liabilities of approximately $11.1 million, presented as change in fair value of derivative liabilities on the accompanying statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation and Black-Scholes model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary share warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s 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 yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of December 31, 2021 Volatility 9.8 % Stock price $ 9.79 Risk-free rate 1.32 % Dividend yield 0.0 % The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the year ended December 31, 2021 is summarized as follows: Level 3 - Derivative warrant liabilities at December 31, 2020 $ — Issuance of Public and Private Warrants 21,820,000 Change in fair value of derivative warrant liabilities (4,090,200) Transfer of Public Warrants to Level 1 (13,800,000) Level 3 - Derivative warrant liabilities at December 31, 2021 $ 3,929,800 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 10 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s 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 these financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021 and 2020. |
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. As of December 31, 2021 and 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Investments Held in the Trust Account | Investments Held in the 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 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 the interest income from investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the balance sheets. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Working Capital Loan – Related Party The Company has elected the fair value option to account for its Working Capital Loan – related party with HS Chronos as defined and more fully described in Note 4. As a result of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of Working Capital Loan – related party on the statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability. |
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 its warrants to purchase ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The public 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 at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of the Public Warrants issued in connection with the Public Offering was initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of Public Warrants issued in connection with the Initial Public Offering has been measured based on the listed market price of such warrants as of December 31, 2021. The fair value of the Private Warrants has been estimated initially and subsequently, as of December 31, 2021, using a modified version of the Black-Scholes option pricing model. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs that were incurred through, and directly related to, the Initial Public Offering. Offering costs associated with the issuance of derivative warrant liabilities are expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the ordinary shares and public warrants were charged against the carrying value of the Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering and the Over-Allotment. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption 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’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 27,600,000 and -0- Class A ordinary shares subject to possible redemption are presented as temporary equity, respectively, outside of the shareholders’ deficit section of the Company’s balance sheets. Under ASC 480-10S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including the consummation of the Over-Allotment), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes”. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 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 financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-Allotment) and the Private Placement Warrants to purchase an aggregate of 21,820,000 shares of Class A ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events. The Company has considered the effect of Class B ordinary shares that were excluded from the weighted average number of basic shares outstanding as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company has included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For The Period From August 26, 2020 (inception) Year Ended December 31, 2021 Through December 31, 2020 Class A Class B Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) - basic $ 6,573,918 $ 1,671,464 $ (36,002) Allocation of net income (loss) - diluted $ 6,568,663 $ 1,676,719 $ (36,002) Denominator: Basic weighted average common shares outstanding 27,031,233 6,872,877 6,000,000 Diluted weighted average common shares outstanding 27,031,233 6,900,000 6,000,000 Basic net income (loss) per ordinary share $ 0.24 $ 0.24 $ (0.01) Diluted net income (loss) per ordinary share $ 0.24 $ 0.24 $ (0.01) |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of calculation of basic and diluted net income (loss) per share of ordinary share | For The Period From August 26, 2020 (inception) Year Ended December 31, 2021 Through December 31, 2020 Class A Class B Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) - basic $ 6,573,918 $ 1,671,464 $ (36,002) Allocation of net income (loss) - diluted $ 6,568,663 $ 1,676,719 $ (36,002) Denominator: Basic weighted average common shares outstanding 27,031,233 6,872,877 6,000,000 Diluted weighted average common shares outstanding 27,031,233 6,900,000 6,000,000 Basic net income (loss) per ordinary share $ 0.24 $ 0.24 $ (0.01) Diluted net income (loss) per ordinary share $ 0.24 $ 0.24 $ (0.01) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Class A Ordinary Shares Subject to Possible Redemption | |
Schedule of class A ordinary shares subject to possible redemption reflected on the condensed balance sheet | Gross proceeds $ 276,000,000 Less: Proceeds allocated to public warrants (13,800,000) Class A ordinary share issuance costs (14,560,175) Plus: Accretion of carrying value to redemption value 28,360,175 Class A ordinary share subject to possible redemption $ 276,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Schedule of Company's assets that are measured at fair value on a recurring basis | Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Money Market Funds $ 276,017,343 $ — $ — Liabilities: Derivative warrant liabilities - Public $ 6,762,000 $ — $ — Derivative warrant liabilities - Private $ — $ — $ 3,929,800 Working Capital Loan - related party $ — $ — $ 179,352 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | As of December 31, 2021 Volatility 9.8 % Stock price $ 9.79 Risk-free rate 1.32 % Dividend yield 0.0 % |
Schedule of change in the fair value of the derivative warrant liabilities | Level 3 - Derivative warrant liabilities at December 31, 2020 $ — Issuance of Public and Private Warrants 21,820,000 Change in fair value of derivative warrant liabilities (4,090,200) Transfer of Public Warrants to Level 1 (13,800,000) Level 3 - Derivative warrant liabilities at December 31, 2021 $ 3,929,800 |
Description of Organization a_2
Description of Organization and Business Operations (Details) | Nov. 16, 2021USD ($) | Jan. 12, 2021USD ($)$ / sharesshares | Jan. 08, 2021USD ($)$ / sharesshares | Aug. 26, 2020 | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Aug. 31, 2020$ / shares |
Subsidiary, Sale of Stock [Line Items] | |||||||
Condition for future business combination number of businesses minimum | 1 | ||||||
Cash | $ 132,000 | ||||||
Working capital | 209,000 | ||||||
Purchase price, per unit | $ / shares | $ 10 | ||||||
Proceeds from issuance initial public offering | $ 276,000,000 | 276,000,000 | |||||
Proceeds received from private placement | $ 8,020,000 | ||||||
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent | 15.00% | ||||||
Investments maximum maturity term | 185 days | ||||||
Minimum net tangible assets upon consummation of the Business Combination | $ 5,000,001 | ||||||
Deferred underwriting fee payable | $ 9,660,000 | ||||||
Condition for future business combination use of proceeds percentage | 80 | ||||||
Condition for future business combination threshold Percentage Ownership | 50 | ||||||
Condition for future business combination threshold Net Tangible Assets | $ 25,000 | ||||||
Maximum net interest to pay dissolution expenses | $ 100,000 | ||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||||||
Redemption period upon closure | 24 months | ||||||
Funded for working capital | $ 1,500,000 | $ 0 | |||||
Issuance of the Founder Shares | $ 280,000 | ||||||
Private Placement Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Price of warrant | $ / shares | $ 1 | $ 1 | |||||
Administrative Support Agreement | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Other outstanding amount | 10,000,000,000 | ||||||
Related Party Loans | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Working capital | 0 | ||||||
Working Capital Loans | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Other outstanding amount | 0 | ||||||
Working Capital Loan Line of Credit | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Outstanding borrowings | 179,000 | ||||||
Available for drawn | 1,300,000 | ||||||
Line of credit facility fair value of amount outstanding | $ 188,000 | ||||||
Private Placement Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of Private Placement Warrants (in shares) | shares | 7,300,000 | ||||||
Price of warrant | $ / shares | $ 1 | ||||||
Proceeds received from private placement | $ 7,300,000 | ||||||
Public Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase price, per unit | $ / shares | $ 10 | ||||||
Initial Public Offering | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of units issued | shares | 24,000,000 | 1,980,000 | |||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | |||||
Proceeds from issuance initial public offering | $ 240,000,000 | ||||||
Other offering costs | 13,300,000 | ||||||
Deferred underwriting fee payable | $ 8,400,000 | $ 4,400,000 | |||||
Over-allotment option | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of units issued | shares | 3,600,000 | 3,600,000 | 3,600,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||||
Proceeds from issuance initial public offering | $ 36,000,000 | ||||||
Other offering costs | 2,000,000 | ||||||
Deferred underwriting fee payable | $ 1,300,000 | $ 5,100,000 | |||||
Over-allotment option | Private Placement Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of Private Placement Warrants (in shares) | shares | 720,000 | ||||||
Price of warrant | $ / shares | $ 1 | ||||||
Proceeds received from private placement | $ 700,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Cash equivalents | $ 0 | $ 0 |
Unrecognized tax benefits | 0 | 0 |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 |
Class A Common Stock Subject to Redemption | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 27,600,000 | 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Net Income (loss) per share of ordinary share (Details) - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Shares excluded from the calculation of diluted income per share | 21,820,000 | |
Numerator: | ||
Allocation of net income - diluted | $ (36,002) | $ 8,245,382 |
Class A Common Stock | ||
Numerator: | ||
Allocation of net income - basic | 6,573,918 | |
Allocation of net income - diluted | $ 6,568,663 | |
Denominator: | ||
Basic weighted average common shares outstanding | 27,031,233 | |
Diluted weighted average common shares outstanding | 27,031,233 | |
Basic net income (loss) per ordinary share | $ 0.24 | |
Diluted net income (loss) per ordinary share | $ 0.24 | |
Class B Common Stock | ||
Numerator: | ||
Allocation of net income - basic | (36,002) | $ 1,671,464 |
Allocation of net income - diluted | $ (36,002) | $ 1,676,719 |
Denominator: | ||
Basic weighted average common shares outstanding | 6,000,000 | 6,872,877 |
Diluted weighted average common shares outstanding | 6,000,000 | 6,900,000 |
Basic net income (loss) per ordinary share | $ (0.01) | $ 0.24 |
Diluted net income (loss) per ordinary share | $ (0.01) | $ 0.24 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Jan. 12, 2021 | Jan. 08, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ 10 | ||
Proceeds received from initial public offering, gross | $ 276,000,000 | $ 276,000,000 | |
Deferred underwriting commissions | $ 9,660,000 | ||
Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ 10 | ||
Exercise price of warrants | $ 11.50 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 24,000,000 | 1,980,000 | |
Purchase price, per unit | $ 10 | $ 10 | |
Proceeds received from initial public offering, gross | $ 240,000,000 | ||
Offering costs | 13,300,000 | ||
Deferred underwriting commissions | $ 8,400,000 | $ 4,400,000 | |
Initial Public Offering | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.5 | ||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 3,600,000 | 3,600,000 | 3,600,000 |
Purchase price, per unit | $ 10 | ||
Proceeds received from initial public offering, gross | $ 36,000,000 | ||
Offering costs | 2,000,000 | ||
Deferred underwriting commissions | $ 1,300,000 | $ 5,100,000 | |
Overallotment option vesting period | 45 days |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | Jan. 05, 2021 | Sep. 10, 2020 | Aug. 31, 2020 | Dec. 31, 2020 | Jan. 12, 2021 | Jan. 08, 2021 |
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ 25,000 | |||||
Shares issued, par value | $ 10 | |||||
Founder Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Shares subject to forfeiture | 0 | |||||
Founder Shares | Sponsor | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Consideration received | $ 25,000 | |||||
Number of shares issued | 5,750,000 | |||||
Sale of stock, price per share | $ 0.004 | |||||
Shares issued, par value | 0.0001 | |||||
Aggregate number of shares owned | 2,955,106 | |||||
Shares subject to forfeiture | 285,212 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 0.20% | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 120 days | |||||
Founder Shares | HS Chronos | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ 14,293 | |||||
Shares purchased | 3,287,412 | |||||
Shares issued, par value | $ 0.004 | |||||
Aggregate number of shares owned | 3,944,894 | |||||
Shares subject to forfeiture | 614,788 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Nov. 16, 2021 | Jan. 12, 2021 | Jan. 08, 2021 | Aug. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Aug. 28, 2020 |
Related Party Transaction [Line Items] | |||||||
Repayment of promissory note - related party | $ 280,000 | ||||||
Working capital | $ 209,000 | ||||||
Private Placement Warrants | |||||||
Related Party Transaction [Line Items] | |||||||
Shares purchased | 720,000 | 7,300,000 | |||||
Price of warrant | $ 1 | $ 1 | |||||
Maximum borrowing capacity of private placements warrants | $ 700,000 | $ 7,300,000 | |||||
Administrative Support Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Threshold trading months for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 24 months | ||||||
Expenses per month | $ 20,000 | ||||||
Expenses incurred and paid | $ 0 | $ 240,000 | |||||
Accrued Expenses | $ 0 | ||||||
Other outstanding amount | 10,000,000,000 | ||||||
Administrative Support Agreement | Working capital loans warrant | |||||||
Related Party Transaction [Line Items] | |||||||
Accrued Expenses | 20,000 | ||||||
Related Party Loans | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||||
Repayment of promissory note - related party | $ 280,000 | ||||||
Working capital | 0 | ||||||
Loan conversion agreement warrant | $ 1,500,000 | ||||||
Related Party Loans | Working capital loans warrant | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum borrowing capacity of loan to finance working capital and transaction cost | $ 1,500,000 | ||||||
Percentage of accrue interest | 11.00% | ||||||
Price of warrant | $ 1 | ||||||
Working Capital Loans | |||||||
Related Party Transaction [Line Items] | |||||||
Other outstanding amount | 0 | ||||||
Working Capital Loan Line of Credit | |||||||
Related Party Transaction [Line Items] | |||||||
Outstanding borrowings | 179,000 | ||||||
Available for drawn | 1,300,000 | ||||||
Line of credit facility fair value of amount outstanding | $ 188,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Jan. 12, 2021USD ($)shares | Jan. 08, 2021USD ($)shares | Dec. 31, 2021USD ($)item$ / sharesshares |
Loss Contingencies [Line Items] | |||
Maximum number of demands for registration of securities | item | 3 | ||
Deferred underwriting fee payable | $ 9,660,000 | ||
Contingent fee arrangement. | $ 1,600,000 | ||
Initial Public Offering | |||
Loss Contingencies [Line Items] | |||
Number of units issued | shares | 24,000,000 | 1,980,000 | |
Deferred fee per unit | $ / shares | $ 0.20 | ||
Deferred underwriting fee payable | $ 8,400,000 | $ 4,400,000 | |
Aggregate deferred underwriting fee payable | $ 8,400,000 | ||
Underwriting cash discount per unit | $ / shares | $ 0.35 | ||
Over-allotment option | |||
Loss Contingencies [Line Items] | |||
Number of units issued | shares | 3,600,000 | 3,600,000 | 3,600,000 |
Overallotment option vesting period | 45 days | ||
Deferred underwriting fee payable | $ 1,300,000 | $ 5,100,000 | |
Aggregate deferred underwriting fee payable | $ 9,700,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Temporary Equity [Line Items] | ||
Gross proceeds | $ 276,000,000 | |
Proceeds allocated to public warrants | (13,800,000) | |
Class A ordinary share issuance costs | (14,560,175) | |
Accretion of carrying value to redemption value | 28,360,175 | |
Class A ordinary share subject to possible redemption | $ 276,000,000 | |
Class A Common Stock | ||
Temporary Equity [Line Items] | ||
Number of shares authorized | 200,000,000 | 200,000,000 |
Par value | $ 0.0001 | $ 0.0001 |
Number of votes per share | 1 | |
Class A Common Stock Subject to Redemption | ||
Temporary Equity [Line Items] | ||
Number of shares authorized | 200,000,000 | 200,000,000 |
Par value | $ 0.0001 | $ 0.0001 |
Number of Class A ordinary shares outstanding | 27,600,000 | 0 |
Class A ordinary share subject to possible redemption | $ 276,000,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 12 Months Ended |
Dec. 31, 2021D$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Percentage Of gross proceeds on total equity proceeds | 60.00% |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 13,800,000 |
Exercise price of warrants | $ 11.50 |
Warrant exercise period condition one | 30 days |
Warrant exercise period condition two | 12 months |
Public Warrants expiration term | 5 years |
Period of time within which registration statement is expected to become effective | D | 15 |
Number of trading days on which fair market value of shares is reported | D | 10 |
Warrant redemption condition minimum share price | $ 9.20 |
Warrant redemption condition minimum share price scenario two | 18 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price | $ 18 |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 115.00% |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price scenario two | $ 10 |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Threshold trading days for redemption of public warrants | D | 20 |
Threshold consecutive trading days for redemption of public warrants | D | 30 |
Share price trigger used to measure dilution of warrant | $ 18 |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 8,020,000 |
Restrictions on transfer period of time after business combination completion | 30 days |
Shareholders' Deficit - Prefere
Shareholders' Deficit - Preference Shares (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Shareholders' Deficit | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Shareholders' Deficit - Ordinar
Shareholders' Deficit - Ordinary Shares (Details) | Jan. 05, 2021shares | Dec. 31, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | Aug. 31, 2020shares |
Class of Stock [Line Items] | ||||
Ordinary shares held by initial shareholders as a percentage on issued and outstanding shares | 20 | |||
Shares issuable upon conversion as a percentage on shares outstanding after conversion | 20 | |||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Number of votes per share | $ / shares | 1 | |||
Common shares, shares issued (in shares) | 0 | 0 | ||
Common shares, shares outstanding (in shares) | 0 | 0 | ||
Class A Common Stock Subject to Redemption | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, shares issued (in shares) | 27,600,000 | 0 | ||
Common shares, shares outstanding (in shares) | 27,600,000 | 0 | ||
Number of Class A ordinary shares outstanding | 27,600,000 | 0 | ||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Number of votes per share | Vote | 1 | |||
Common shares, shares issued (in shares) | 6,900,000 | 6,900,000 | ||
Common shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 | ||
Share dividend | 0.2 | |||
Common stock subject to redemption | ||||
Class of Stock [Line Items] | ||||
Number of Class A ordinary shares outstanding | 900,000 | |||
Sponsor | Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares issued (in shares) | 5,750,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Dec. 31, 2021USD ($) |
Liabilities: | |
Derivative warrant liabilities | $ 10,691,800 |
Recurring | |
Assets: | |
Money markets | 0 |
Level 1 | Recurring | |
Assets: | |
Money markets | 276,017,343 |
Level 1 | Recurring | Public Warrants | |
Liabilities: | |
Derivative warrant liabilities | 6,762,000 |
Level 3 | Recurring | |
Liabilities: | |
Working Capital Loan - related party | 179,352 |
Level 3 | Recurring | Private Placement Warrants | |
Liabilities: | |
Derivative warrant liabilities | $ 3,929,800 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 fair value measurements inputs (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets level 1 to level 2 transfers | $ 0 | |
Fair value assets level 2 to level 1 transfers | 0 | |
Fair value assets transferred into (out of) level 3 | 0 | |
Fair value liabilities level 1 to level 2 transfers | 0 | |
Fair value liabilities level 2 to level 1 transfers | 0 | |
Fair value liabilities transferred into (out of) level 3 | $ 0 | |
Change in fair value of derivative warrant liabilities | $ 11,128,200 | |
Volatility | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 9.8 | |
Stock price | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | $ / shares | 9.79 | |
Risk-free rate | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 1.32 | |
Dividend yield | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0 | |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | $ 0 | |
Fair value of liabilities | $ 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the fair value of the derivative warrant liabilities (Details) - Level 3 | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Issuance of Public and Private Warrants | $ 21,820,000 |
Change in fair value of derivative warrant liabilities | (4,090,200) |
Transfer of Public Warrants to Level 1 | (13,800,000) |
Level 3 - Derivative warrant liabilities | $ 3,929,800 |