Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 15, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | DRAGONEER GROWTH OPPORTUNITIES CORP. III | |
Entity Central Index Key | 0001827076 | |
Entity File Number | 001-40264 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Entity Tax Identification Number | 98-1560356 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | One Letterman Drive | |
Entity Address, Address Line Two | Building D, Suite M500 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94129 | |
City Area Code | 415 | |
Local Phone Number | 539-3099 | |
Title of 12(b) Security | Class A ordinary shares, $0.0001 par value | |
Trading Symbol | DGNU | |
Security Exchange Name | NASDAQ | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 43,067,606 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,766,902 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 1,872,691 | $ 3,185,171 |
Prepaid expenses | 449,440 | 765,502 |
Total Current Assets | 2,322,131 | 3,950,673 |
Cash held in Trust Account | 430,676,061 | 430,676,061 |
Total Assets | 432,998,192 | 434,626,734 |
Current Liabilities | ||
Accounts payable and other accrued expenses | 36,658 | 291,654 |
Accrued offering cost | 8,000 | 648,379 |
Convertible note | 1,824,987 | 1,031,415 |
Total Current Liabilities | 1,869,645 | 1,971,448 |
Warrant liability | 1,764,717 | 7,642,968 |
Deferred underwriting fee payable | 15,073,661 | 15,073,661 |
Total Liabilities | 18,708,023 | 24,688,077 |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares subject to possible redemption, 43,067,606 at $10.00 per share redemption value as of June 30, 2022 and December 31, 2021, respectively | 430,676,061 | 430,676,061 |
Shareholders' Equity (Deficit) | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (16,386,969) | (20,738,481) |
Total Shareholders' Deficit | (16,385,892) | (20,737,404) |
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT. | 432,998,192 | 434,626,734 |
Common Class A | ||
Shareholders' Equity (Deficit) | ||
Common stock, value | ||
Common Class B | ||
Shareholders' Equity (Deficit) | ||
Common stock, value | $ 1,077 | $ 1,077 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorised | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A | ||
Temporary equity shares outstanding | 43,067,606 | 43,067,606 |
Share redemption value | $ 10 | $ 10 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorised | 200,000,000 | 200,000,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Common Class B | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorised | 20,000,000 | 20,000,000 |
Common stock shares issued | 10,766,902 | 10,766,902 |
Common stock shares outstanding | 10,766,902 | 10,766,902 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Operating expenses | $ 339,995 | $ 365,526 | $ 733,167 | $ 435,889 | |
Loss from operations | (339,995) | (365,526) | (733,167) | (435,889) | |
Other income (expense): | |||||
Change in fair value of warrant liability | 5,326,602 | (3,021,878) | 5,878,251 | (2,209,144) | |
Loss from issuance of Private Placement Warrants | 0 | (515,358) | 0 | (7,767,566) | |
Interest expense - amortization of debt discount | (398,978) | (52,613) | (793,572) | (52,613) | |
Transaction costs allocable to warrant liability | 0 | 0 | 0 | (41,191) | |
Other income (loss), net | 4,927,624 | (3,589,849) | 5,084,679 | (10,070,514) | |
Net income (loss) | $ 4,587,629 | $ (3,955,375) | $ 4,351,512 | $ (10,506,403) | |
Common Class A | |||||
Other income (expense): | |||||
Basic weighted average shares outstanding | [1] | 43,067,606 | 41,874,648 | 43,067,606 | 22,270,657 |
Diluted weighted average shares outstanding | [1] | 43,067,606 | 41,874,648 | 43,067,606 | 22,270,657 |
Basic net income (loss) per ordinary shares | [1] | $ 0.09 | $ (0.08) | $ 0.08 | $ (0.38) |
Diluted net income (loss) per ordinary shares | [1] | $ 0.09 | $ (0.08) | $ 0.08 | $ (0.38) |
Common Class B | |||||
Other income (expense): | |||||
Basic weighted average shares outstanding | [1] | 10,766,902 | 10,468,662 | 10,766,902 | 5,567,665 |
Diluted weighted average shares outstanding | [1] | 10,766,902 | 10,468,662 | 10,766,902 | 5,567,665 |
Basic net income (loss) per ordinary shares | [1] | $ 0.09 | $ (0.08) | $ 0.08 | $ (0.38) |
Diluted net income (loss) per ordinary shares | [1] | $ 0.09 | $ (0.08) | $ 0.08 | $ (0.38) |
[1]Subsequent to March 31, 2021, the Company adjusted its approach in calculating net income (loss) per share to comply with FASB ASC Topic 260, “Earnings Per Share”. In doing so, the Company adopted a pro-rata approach between its two classes of shares. All share and per-share data have been retroactively restated to reflect this change. |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Deficit - USD ($) | Total | Class A Ordinary Shares | Ordinary Shares Class A Ordinary Shares | Ordinary Shares Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2020 | $ 20,000 | $ 0 | $ 1,150 | $ 23,850 | $ (5,000) | |
Beginning Balance, Shares at Dec. 31, 2020 | 0 | 11,500,000 | ||||
Accretion of Class A ordinary shares subject to possible redemption | (22,937,705) | $ 0 | $ 0 | (23,850) | (22,913,855) | |
Accretion of Class A ordinary shares subject to possible redemption, Shares | 0 | 0 | ||||
Net income (loss) | (6,551,028) | $ 0 | $ 0 | 0 | (6,551,028) | |
Ending Balance at Mar. 31, 2021 | (29,468,733) | $ 0 | $ 1,150 | 0 | (29,469,883) | |
Ending Balance, Shares at Mar. 31, 2021 | 0 | 11,500,000 | ||||
Beginning Balance at Dec. 31, 2020 | 20,000 | $ 0 | $ 1,150 | 23,850 | (5,000) | |
Beginning Balance, Shares at Dec. 31, 2020 | 0 | 11,500,000 | ||||
Net income (loss) | (10,506,403) | |||||
Ending Balance at Jun. 30, 2021 | (35,111,291) | $ 0 | $ 1,077 | 0 | (35,112,368) | |
Ending Balance, Shares at Jun. 30, 2021 | 0 | 10,766,902 | ||||
Beginning Balance at Dec. 31, 2020 | 20,000 | $ 0 | $ 1,150 | 23,850 | (5,000) | |
Beginning Balance, Shares at Dec. 31, 2020 | 0 | 11,500,000 | ||||
Accretion of Class A ordinary shares subject to possible redemption | $ (24,624,888) | |||||
Ending Balance at Dec. 31, 2021 | (20,737,404) | $ 0 | $ 1,077 | 0 | (20,738,481) | |
Ending Balance, Shares at Dec. 31, 2021 | 0 | 10,766,902 | ||||
Beginning Balance at Mar. 31, 2021 | (29,468,733) | $ 0 | $ 1,150 | 0 | (29,469,883) | |
Beginning Balance, Shares at Mar. 31, 2021 | 0 | 11,500,000 | ||||
Forfeiture of Founder Shares | $ (73) | 73 | ||||
Forfeiture of Founder Shares, Shares | (733,098) | |||||
Accretion of Class A ordinary shares subject to possible redemption | (1,687,183) | $ 0 | $ 0 | 0 | (1,687,183) | |
Accretion of Class A ordinary shares subject to possible redemption, Shares | 0 | 0 | ||||
Net income (loss) | (3,955,375) | $ 0 | $ 0 | 0 | (3,955,375) | |
Ending Balance at Jun. 30, 2021 | (35,111,291) | $ 0 | $ 1,077 | 0 | (35,112,368) | |
Ending Balance, Shares at Jun. 30, 2021 | 0 | 10,766,902 | ||||
Beginning Balance at Dec. 31, 2021 | (20,737,404) | $ 0 | $ 1,077 | 0 | (20,738,481) | |
Beginning Balance, Shares at Dec. 31, 2021 | 0 | 10,766,902 | ||||
Net income (loss) | (236,117) | $ 0 | $ 0 | 0 | (236,117) | |
Ending Balance at Mar. 31, 2022 | (20,973,521) | $ 0 | $ 1,077 | 0 | (20,974,598) | |
Ending Balance, Shares at Mar. 31, 2022 | 0 | 10,766,902 | ||||
Beginning Balance at Dec. 31, 2021 | (20,737,404) | $ 0 | $ 1,077 | 0 | (20,738,481) | |
Beginning Balance, Shares at Dec. 31, 2021 | 0 | 10,766,902 | ||||
Accretion of Class A ordinary shares subject to possible redemption | $ (24,624,888) | |||||
Net income (loss) | 4,351,512 | |||||
Ending Balance at Jun. 30, 2022 | (16,385,892) | $ 0 | $ 1,077 | 0 | (16,386,969) | |
Ending Balance, Shares at Jun. 30, 2022 | 0 | |||||
Beginning Balance at Mar. 31, 2022 | (20,973,521) | $ 0 | $ 1,077 | 0 | (20,974,598) | |
Beginning Balance, Shares at Mar. 31, 2022 | 0 | 10,766,902 | ||||
Net income (loss) | 4,587,629 | $ 0 | $ 0 | 0 | 4,587,629 | |
Ending Balance at Jun. 30, 2022 | $ (16,385,892) | $ 0 | $ 1,077 | $ 0 | $ (16,386,969) | |
Ending Balance, Shares at Jun. 30, 2022 | 0 |
Condensed Statement Of Changes
Condensed Statement Of Changes In Shareholders' Deficit (Parenthetical) | 3 Months Ended |
Jun. 30, 2021 USD ($) | |
Founder Share [Member] | |
Forfeiture of 733,098 Founder Shares | $ 733,098 |
Condensed Statements Of Cash Fl
Condensed Statements Of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Operating Activities: | ||||
Net income (loss) | $ 4,587,629 | $ (3,955,375) | $ 4,351,512 | $ (10,506,403) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Change in fair value of warrant liability | (5,326,602) | 3,021,878 | (5,878,251) | 2,209,144 |
Loss from issuance of Private Placement Warrants | 0 | 515,358 | 0 | 7,767,566 |
Transaction costs allocated to warrant liability | 0 | 0 | 0 | 41,191 |
Amortization of debt discount | 398,978 | 52,613 | 793,572 | 52,613 |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 316,062 | (1,067,470) | ||
Accounts payable and accrued expenses | (254,996) | 170,937 | ||
Net cash used in operating activities | (672,101) | (1,332,422) | ||
Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (430,676,061) | |||
Net cash used in investing activities | 0 | (430,676,061) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Shares, net of underwriting discounts paid | 422,062,539 | |||
Proceeds from sale of Private Placement Warrants | 10,613,522 | |||
Repayment of promissory note - related party | (228,836) | |||
Proceeds from convertible promissory note – related party | 3,000,000 | |||
Payment of offering costs | (640,379) | (96,281) | ||
Net cash provided by (used in) financing activities | (640,379) | 435,350,944 | ||
Net Change in Cash | (1,312,480) | 3,342,461 | ||
Cash - Beginning of period | 3,185,171 | |||
Cash - End of period | 1,872,691 | 3,342,461 | 1,872,691 | 3,342,461 |
Non-Cash investing and financing activities: | ||||
Offering costs included in accrued offering costs | 587,155 | |||
Offering costs paid through promissory note | 181,786 | |||
Payment of prepaid expenses through promissory note | 19,600 | |||
Deferred underwriting fee payable | $ 15,073,661 | $ 15,073,661 | $ 15,073,661 | 15,073,661 |
Initial Classification of conversion option | $ 2,827,922 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2022 | |
Text Block [Abstract] | |
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Dragoneer Growth Opportunities Corp. III (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 25, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity through June 30, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company may generate non-operating The registration statement for the Company’s Initial Public Offering became effective on March 22, 2021. On March 25, 2021, the Company consummated the Initial Public Offering of 40,000,000 Class A ordinary shares (the “Public Shares”), at $10.00 per Public Share, generating gross proceeds of $400,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Dragoneer Growth Opportunities Holdings III (an affiliate of Dragoneer Investment Group, LLC (the “Sponsor”)), generating gross proceeds of $10,000,000, which is described in Note 4. Transaction costs amounted to $24,666,079, consisting of $8,613,522 of underwriting fees, $15,073,661 of deferred underwriting fees and $978,896 of other offering costs. Following the closing of the Initial Public Offering on March 25, 2021, an amount of $400,000,000 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and may be invested in 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 in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 On May 6, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 3,067,606 Public Shares issued for an aggregate amount of $30,676,060. In connection with the underwriters’ partial exercise of their over-allotment option, the Company also consummated the sale of an additional 613,522 Private Placement Warrants at $1.00 per Private Placement Warrant, generating total gross proceeds of $613,522. A total of $30,676,060 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $430,676,061. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Exchange listing rules require that the Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding any deferred underwriters fees and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to certain limitations as described in the prospectus. The per-share The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote in person or by proxy at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against an Initial Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial per-share The Company will have until March 25, 2023 (or June 25, 2023 if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination by March 25, 2023 but has not completed a Business Combination by March 25, 2023) to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period as may be extended from time to time by the Company as a result of a shareholder vote to amend its Amended and Restated Memorandum and Articles of Association (an “Extension Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period or any Extension Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period or any Extension Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period or any Extension Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Share ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Shares due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity, Capital Resources and Going Concern As of June 30, 2022, the Company had $430,676,061 held in the Trust Account and $1,872,691 held outside of the Trust Account. Through June 30, 2022, the Company has not earned any interest on the cash held in the Trust Account. The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, properties or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Company’s Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company may repay such loaned amounts out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Company’s Trust Account would be used for such repayment. Up to $3,000,000 of such loans may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. On June 18, 2021, the Company entered into a Working Capital Loan with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $3,000,000, which the Company drew in full on the same day. The Working Capital Loan is non-interest bearing In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, Risks and Uncertainties In February 2022, a military conflict started between Russia and Ukraine. The ongoing military conflict has provoked strong reactions from the United States, the UK, the European Union and various other countries around the world, including the imposition of broad financial and economic sanctions against Russia. Further, the precise effects of the ongoing military conflict and these sanctions on the global economies remain uncertain as of the date of these unaudited condensed financial statements. The specific impact on the Company’s financial condition, results of operations and cash flows is also not determinable as of the date of these unaudited condensed financial statements. Management continues to evaluate the impact of the COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for int erim financial inf 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Form 10-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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 has $1,872,691 and $3,185,171 in cash outside of the Trust Account and no cash equivalents as of June 30, 2022 and December 31, 2021, respectively. Cash Held in Trust Account At June 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in cash. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering. Offering costs amounted to $24,666,079, of which $24,624,888 were charged against carrying value of Class A ordinary shares subject to redemption and $41,191 was expensed to the condensed statements of operations as of June 30, 2021. No offering costs were incurred for the six months ended June 30, 2022. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares is affected by charges against additional paid in capital and accumulated deficit. As of June 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross Proceeds $ 430,676,061 Less: Class A ordinary shares issuance costs (24,624,888 ) Plus: Accretion of carrying value to redemption value 24,624,888 Class A ordinary shares subject to possible redemption $ 430,676,061 Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect 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 share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Diluted net income (loss) per share reflects the potential dilution that could occur if warrants were to be exercised or converted or otherwise resulted in issuance of Ordinary Shares that then shared in the earnings of the entity. As the exercise of the warrants are contingent upon the completion of a business combination they have not been included in the calculation of diluted net income (loss) per share. 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 the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except share amounts) for the three and six months ended June 30, 2022, and as stated in Note 1 to the condensed statements of operations, these amounts for the three and six months ended June 30, 2021 have been adjusted to conform with the current year presentation: For the Three Months Ended June 30. 2022 2021 Class A Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Basic and diluted net loss per ordinary share Numerator: Allocation of net income (loss) $ 3,670,103 $ 917,526 $ (3,164,300 ) $ (791,075 ) Denominator Basic and diluted weighted average shares outstanding 43,067,606 10,766,902 41,874,648 10,468,662 Basic and diluted net income (loss) per ordinary share $ 0.09 $ 0.09 $ (0.08 ) $ (0.08 ) For the Six Months Ended June 30. 2022 2021 Class A Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Basic and diluted net loss per ordinary share Numerator: Allocation of net income (loss) $ 3,481,210 $ 870,302 $ (8,405,122 ) $ (2,101,281 ) Denominator Basic and diluted weighted average shares outstanding 43,067,606 10,766,902 22,270,657 5,567,665 Basic and diluted net income (loss) per ordinary share $ 0.08 $ 0.08 $ (0.38 ) $ (0.38 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s condensed balance sheets, primarily due to their short-term nature, except for the Private Placement Warrants (see Note 10). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash The Company will account for warrants for shares of the Company’s Class A ordinary shares that are not indexed to its own stock as liabilities at fair value on the balance sheet in accordance with ASC Topic 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current based not net-cash settlement The Company will account for the conversion features in Convertible notes under ASC Topic 815. However, if a conversion feature meets the criteria of the scope exception, then it will not be bifurcated. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 40,000,000 Public Shares, at a purchase price of $10.00 per Public Share. The underwriters partially exercised their over-allotment option on May 6, 2021, resulting in the sale of an additional 3,067,606 Public Shares at $10.00 per Public Share. |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2022 | |
Private Placement [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 10,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $10,000,000. As a result of the underwriters’ partial exercise of their over-allotment option on May 6, 2021, the Sponsor purchased an additional 613,522 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $613,522. A portion of the 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 or any Extension Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. The Company incurred a loss of $0 and $515,358 related to the issuance of the Private Placement Warrants for the three months ended June 30, 2022 and 2021, respectively. The Company incurred a loss of $0 and $7,767,566 related to the issuance of the Private Placement Warrants for the six months ended June 30, 2022 and 2021, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In September 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 2,875,000 Class B ordinary shares (the “Founder Shares”). On February 3, 2021, the Company effected a share dividend and on March 1, 2021 the Company effected a share cancellation, resulting in 11,500,000 Founder Shares outstanding at December 31, 2020. All share and per-share as-converted Other than as described above, the Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day the lock-up. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $3,000,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On June 18, 2021, the Company entered into a Working Capital Loan with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $3,000,000, which the Company drew in full on the same day. The Working Capital Loan is non-interest The Company assessed the provisions of the Working Capital Loan under ASC 815-15. The debt discount is being amortized to interest expense as a non-cash During the three months ended June 30, 2022 and 2021, the Company recorded $398,978 and $52,613, respectively, of interest expense related to the amortization of the debt discount. During the six months ended June 30, 2022 and 2021, the Company recorded $793,572 and $52,613, respectively, of interest expense related to the amortization of the debt discount. The balance of the debt discount amounted to $1,175,013 and $1,968,585 at June 30, 2022 and December 31, 2021, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration and shareholder rights agreement entered into on March 22, 2021, the holders of the Founder Shares and Private Placement Warrants, and any warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans and conversion of Founder Shares) are entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriting Agreement The Company granted the underwriters a 45-day The underwriters are entitled to a deferred fee of $0.35 per Public Share, or $15,073,661 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Forward Purchase Agreement The Company entered into a forward purchase agreement pursuant to which an affiliate of the Sponsor agreed to purchase an aggregate of up to 5,000,000 forward purchase shares for $10.00 per share, or up to $50,000,000 in the aggregate, in a private placement to close substantially concurrently with the initial Business Combination. The Company will determine in its sole discretion the specific number of forward purchase shares that it sells to the purchaser, if any. The funds from the sale of forward purchase shares may be used as part of the consideration to the sellers in the initial Business Combination, expenses in connection with the initial Business Combination or for working capital in the post transaction company. The obligations under the forward purchase agreement do not depend on whether any Public Shareholders elect to redeem their shares and provide the Company with a minimum funding level for the initial Business Combination. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject To Possible Redemption | 6 Months Ended |
Jun. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Class A Ordinary Shares Subject To Possible Redemption | NOTE 7. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION Class A Ordinary Shares The Company determined the Class A ordinary shares subject to redemption to be equal to the redemption value of approximately $10.00 per Public Share. It was concluded that the redemption value should include all Public Shares resulting in the Class A ordinary shares subject to possible redemption being equal to $430,676,061. This resulted in a measurement adjustment to the carrying value of the Class A ordinary shares subject to redemption with the offset recorded to additional paid in capital and accumulated deficit. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. |
Shareholders' Deficit
Shareholders' Deficit | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Shareholders' Deficit | NOTE 8. SHAREHOLDERS’ DEFICIT Preference Shares — Class B Ordinary Shares Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law. Prior to the Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of a Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason. In a vote to continue the company in a jurisdiction outside the Cayman Islands, only holders of the Founder Shares will have the right to vote. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team, including upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Warrant Liability
Warrant Liability | 6 Months Ended |
Jun. 30, 2022 | |
Warrant Liability [Abstract] | |
Warrant Liability | NOTE 9. WARRANT LIABILITY As of June 30, 2022 and December 31, 2021, there are 10,613,522 Private Placement Warrants outstanding. Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of a Business Combination. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Private Placement Warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Private Placement Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Private Placement Warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a Private Placement Warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Private Placement Warrants. The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Private Placement Warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the Private Placement Warrants expire or are redeemed, as specified in the warrant agreement. The exercise price and number of Class A ordinary shares issuable upon exercise of the Private Placement Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the Private Placement Warrants will not be adjusted for issuances of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Private Placement Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Private Placement Warrants will not receive any of such funds with respect to their Private Placement Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Private Placement Warrants. Accordingly, the Private Placement Warrants may expire worthless. The Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 10. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level June 30, 2022 December 31, 2021 Liabilities: Warrant Liability—Private Placement Warrants 3 $ 1,764,717 $ 7,642,968 The Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40 The Private Placement Warrants were valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes Option Pricing model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the ordinary shares. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The following table provides quantitative information regarding Level 3 fair value measurements: As of June 30, 2022 As of December 31, 2021 Stock price $ 9.73 $ 9.77 Strike price $ 11.50 $ 11.50 Volatility 2.0 % 12.0 % Risk-free rate 2.91 % 1.54 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Fair value as of January 1, 2021 $ — Initial measurement on March 25, 2021 17,252,208 Changes in fair value (1) 2,209,144 Measurement of the additional Private Placement warrants issued on May 6, 2021 1,128,881 Fair value as of June 30, 2021 $ 20,590,233 Fair value as of January 1, 2022 $ 7,642,968 Changes in fair value (1) (5,878,251 ) Fair value as of June 30, 2022 $ 1,764,717 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the unaudited condensed statements of operations. Conversion Option Liability The liability for the conversion option was valued using a Black-Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Black Scholes model’s primary unobservable input utilized in determining the fair value of the conversion option is the expected volatility of the ordinary shares. During the three and six months ended June 30, 2022 and 2021, there were no changes in the fair value of the conversion option liability. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for int erim financial inf 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Form 10-K |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
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 has $1,872,691 and $3,185,171 in cash outside of the Trust Account and no cash equivalents as of June 30, 2022 and December 31, 2021, respectively. |
Cash Held in Trust Account | Cash Held in Trust Account At June 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in cash. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering. Offering costs amounted to $24,666,079, of which $24,624,888 were charged against carrying value of Class A ordinary shares subject to redemption and $41,191 was expensed to the condensed statements of operations as of June 30, 2021. No offering costs were incurred for the six months ended June 30, 2022. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares is affected by charges against additional paid in capital and accumulated deficit. As of June 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross Proceeds $ 430,676,061 Less: Class A ordinary shares issuance costs (24,624,888 ) Plus: Accretion of carrying value to redemption value 24,624,888 Class A ordinary shares subject to possible redemption $ 430,676,061 |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect 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 share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Diluted net income (loss) per share reflects the potential dilution that could occur if warrants were to be exercised or converted or otherwise resulted in issuance of Ordinary Shares that then shared in the earnings of the entity. As the exercise of the warrants are contingent upon the completion of a business combination they have not been included in the calculation of diluted net income (loss) per share. 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 the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except share amounts) for the three and six months ended June 30, 2022, and as stated in Note 1 to the condensed statements of operations, these amounts for the three and six months ended June 30, 2021 have been adjusted to conform with the current year presentation: For the Three Months Ended June 30. 2022 2021 Class A Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Basic and diluted net loss per ordinary share Numerator: Allocation of net income (loss) $ 3,670,103 $ 917,526 $ (3,164,300 ) $ (791,075 ) Denominator Basic and diluted weighted average shares outstanding 43,067,606 10,766,902 41,874,648 10,468,662 Basic and diluted net income (loss) per ordinary share $ 0.09 $ 0.09 $ (0.08 ) $ (0.08 ) For the Six Months Ended June 30. 2022 2021 Class A Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Basic and diluted net loss per ordinary share Numerator: Allocation of net income (loss) $ 3,481,210 $ 870,302 $ (8,405,122 ) $ (2,101,281 ) Denominator Basic and diluted weighted average shares outstanding 43,067,606 10,766,902 22,270,657 5,567,665 Basic and diluted net income (loss) per ordinary share $ 0.08 $ 0.08 $ (0.38 ) $ (0.38 ) |
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 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s condensed balance sheets, primarily due to their short-term nature, except for the Private Placement Warrants (see Note 10). |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash The Company will account for warrants for shares of the Company’s Class A ordinary shares that are not indexed to its own stock as liabilities at fair value on the balance sheet in accordance with ASC Topic 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current based not net-cash settlement The Company will account for the conversion features in Convertible notes under ASC Topic 815. However, if a conversion feature meets the criteria of the scope exception, then it will not be bifurcated. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary Of Earning Per Share Basic And Diluted | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except share amounts) for the three and six months ended June 30, 2022, and as stated in Note 1 to the condensed statements of operations, these amounts for the three and six months ended June 30, 2021 have been adjusted to conform with the current year presentation: For the Three Months Ended June 30. 2022 2021 Class A Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Basic and diluted net loss per ordinary share Numerator: Allocation of net income (loss) $ 3,670,103 $ 917,526 $ (3,164,300 ) $ (791,075 ) Denominator Basic and diluted weighted average shares outstanding 43,067,606 10,766,902 41,874,648 10,468,662 Basic and diluted net income (loss) per ordinary share $ 0.09 $ 0.09 $ (0.08 ) $ (0.08 ) For the Six Months Ended June 30. 2022 2021 Class A Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Basic and diluted net loss per ordinary share Numerator: Allocation of net income (loss) $ 3,481,210 $ 870,302 $ (8,405,122 ) $ (2,101,281 ) Denominator Basic and diluted weighted average shares outstanding 43,067,606 10,766,902 22,270,657 5,567,665 Basic and diluted net income (loss) per ordinary share $ 0.08 $ 0.08 $ (0.38 ) $ (0.38 ) |
Schedule of Class A ordinary shares subject to possible redemption | As of June 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross Proceeds $ 430,676,061 Less: Class A ordinary shares issuance costs (24,624,888 ) Plus: Accretion of carrying value to redemption value 24,624,888 Class A ordinary shares subject to possible redemption $ 430,676,061 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary Of Company's Liabilities Measured At Fair Value On A Recurring Basis | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level June 30, 2022 December 31, 2021 Liabilities: Warrant Liability—Private Placement Warrants 3 $ 1,764,717 $ 7,642,968 |
Summary Of Quantitative Information Of Fair Value Measurement | The following table provides quantitative information regarding Level 3 fair value measurements: As of June 30, 2022 As of December 31, 2021 Stock price $ 9.73 $ 9.77 Strike price $ 11.50 $ 11.50 Volatility 2.0 % 12.0 % Risk-free rate 2.91 % 1.54 % Dividend yield 0.0 % 0.0 % |
Summary Of Changes In The Fair Value Of Level 3 Warrant Liabilities | The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Fair value as of January 1, 2021 $ — Initial measurement on March 25, 2021 17,252,208 Changes in fair value (1) 2,209,144 Measurement of the additional Private Placement warrants issued on May 6, 2021 1,128,881 Fair value as of June 30, 2021 $ 20,590,233 Fair value as of January 1, 2022 $ 7,642,968 Changes in fair value (1) (5,878,251 ) Fair value as of June 30, 2022 $ 1,764,717 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the unaudited condensed statements of operations. |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
May 06, 2021 | Mar. 25, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | May 31, 2022 | |
Initial public offering per units | $ 10 | |||||
Proceeds from issuance initial public offering | $ 400,000,000 | |||||
Proceeds from sales of private placement warrants | $ 10,000,000 | |||||
Proceeds from Issuance of private placement | 10,000,000 | |||||
Business acquisition transaction costs | 24,666,079 | |||||
Payment of stock issuance costs | 8,613,522 | |||||
Other offering costs | 978,896 | |||||
Maturity of investments days | 185 days | |||||
Deferred underwriting fee | 15,073,661 | $ 15,073,661 | ||||
Business combinations and acquisitions tangible assets | $ 5,000,001 | |||||
Percentage of initial public offering shares | 15% | |||||
Percentage of initial public offering shares redemption | 100% | |||||
Payment of dissolution expenses | $ 100,000 | |||||
Proceeds from issuance of warrants | 10,613,522 | |||||
Investment of cash in Trust Account | $ 30,676,060 | $ 430,676,061 | ||||
Cash held in Trust Account | $ 430,676,061 | 430,676,061 | $ 430,676,061 | $ 0 | ||
Long term debt | 3,000,000 | |||||
Working capital loan | 3,000,000 | |||||
Investment Income, Interest | 0 | |||||
Cash [Member] | ||||||
Assets held in trust account | 430,676,061 | |||||
Asset held out of trust account | $ 1,872,691 | |||||
Business Acquisition [Member] | ||||||
Business acquisition percentage of voting interests acquired | 50% | |||||
Warrant price | $ 1 | |||||
Over-Allotment Option | ||||||
Stock issued during period shares new issues | 3,067,606 | |||||
Sale of stock, price per share | $ 10 | 10 | ||||
Private Placement | ||||||
Sale of stock, price per share | $ 1 | |||||
Private Placement Warrants | ||||||
Number of warrants issued | 613,522 | 10,000,000 | ||||
Warrants Issue Price | $ 1 | $ 1 | ||||
Proceeds from issuance of warrants | $ 613,522 | $ 10,000,000 | ||||
Sponsor [Member] | ||||||
Long term debt | 3,000,000 | |||||
Common Class A | ||||||
Investment of cash in Trust Account | 430,676,061 | 430,676,061 | ||||
Assets held in trust account | $ 430,676,061 | $ 430,676,061 | ||||
Common Class A | IPO | ||||||
Stock issued during period shares new issues | 40,000,000 | 40,000,000 | ||||
Proceeds from issuance initial public offering | $ 400,000,000 | |||||
Sale of stock, price per share | $ 10 | $ 10 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Line Items] | ||
Offering costs | $ 24,624,888 | |
Unrecognized tax benefits | 0 | $ 0 |
Accrued for interest and penalties | 0 | 0 |
Cash, FDIC Insured Amount | 250,000 | |
Cash | 1,872,691 | 3,185,171 |
Cash Equivalents, at Carrying Value | 0 | $ 0 |
Other Expense | ||
Accounting Policies [Line Items] | ||
Offering costs allocated to warrant liabilities | $ 41,191 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Class A ordinary shares subject to possible redemption (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 06, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Gross Proceeds | $ 30,676,060 | $ 430,676,061 | ||||
Class A ordinary shares issuance costs | $ (1,687,183) | $ (22,937,705) | ||||
Common Class A [Member] | ||||||
Gross Proceeds | $ 430,676,061 | $ 430,676,061 | ||||
Class A ordinary shares issuance costs | (24,624,888) | (24,624,888) | ||||
Accretion of carrying value to redemption value | 24,624,888 | 24,624,888 | ||||
Class A ordinary shares subject to possible redemption | $ 430,676,061 | $ 430,676,061 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary Of Earnings Per Share Basic And Diluted (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Common Class A | ||||||
Numerator: | ||||||
Allocation of net income (loss) | $ 3,670,103 | $ (3,164,300) | $ 3,481,210 | $ (8,405,122) | ||
Denominator: | ||||||
Basic weighted average shares outstanding | [1] | 43,067,606 | 41,874,648 | 43,067,606 | 22,270,657 | |
Diluted weighted average shares outstanding | [1] | 43,067,606 | 41,874,648 | 43,067,606 | 22,270,657 | |
Basic net income (loss) per ordinary shares | [1] | $ 0.09 | $ (0.08) | $ 0.08 | $ (0.38) | |
Diluted net income (loss) per ordinary shares | [1] | $ 0.09 | $ (0.08) | $ 0.08 | $ (0.38) | |
Common Class B | ||||||
Numerator: | ||||||
Allocation of net income (loss) | $ 917,526 | $ (791,075) | $ 870,302 | $ (2,101,281) | ||
Denominator: | ||||||
Basic weighted average shares outstanding | [1] | 10,766,902 | 10,468,662 | 10,766,902 | 5,567,665 | |
Diluted weighted average shares outstanding | [1] | 10,766,902 | 10,468,662 | 10,766,902 | 5,567,665 | |
Basic net income (loss) per ordinary shares | [1] | $ 0.09 | $ (0.08) | $ 0.08 | $ (0.38) | |
Diluted net income (loss) per ordinary shares | [1] | $ 0.09 | $ (0.08) | $ 0.08 | $ (0.38) | |
[1]Subsequent to March 31, 2021, the Company adjusted its approach in calculating net income (loss) per share to comply with FASB ASC Topic 260, “Earnings Per Share”. In doing so, the Company adopted a pro-rata approach between its two classes of shares. All share and per-share data have been retroactively restated to reflect this change. |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | 6 Months Ended | ||
May 06, 2021 | Mar. 25, 2021 | Jun. 30, 2022 | |
IPO | Common Class A | |||
Sale of stock, price per share | $ 10 | $ 10 | |
Stock issued during period shares new issues | 40,000,000 | 40,000,000 | |
Over-Allotment Option | |||
Sale of stock, price per share | $ 10 | $ 10 | |
Stock issued during period shares new issues | 3,067,606 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
May 06, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Proceeds from issuance of warrants | $ 10,613,522 | ||||
Loss from issuance of private placement warrants | $ 0 | $ 515,358 | $ 0 | 7,767,566 | |
Private Placement Warrants | |||||
Number of warrants issued | 613,522 | 10,000,000 | |||
Warrants issue price | $ 1 | $ 1 | $ 1 | ||
Proceeds from issuance of warrants | $ 613,522 | $ 10,000,000 | |||
Loss from issuance of private placement warrants | $ 0 | $ 515,358 | $ 0 | $ 7,767,566 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||
May 06, 2021 | Sep. 30, 2020 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | May 31, 2022 | Dec. 31, 2021 | Jun. 18, 2021 | Feb. 03, 2021 | |
Payments of Stock Issuance Costs | $ 8,613,522 | ||||||||||
Cash held in Trust Account | $ 430,676,061 | $ 430,676,061 | 430,676,061 | $ 0 | $ 430,676,061 | ||||||
Interest expense, debt | $ 398,978 | $ 52,613 | $ 793,572 | $ 52,613 | |||||||
Proceeds from convertible note – related party | $ 3,000,000 | ||||||||||
Founder Shares | |||||||||||
Payments of Stock Issuance Costs | $ 25,000 | ||||||||||
Stock issued during period subject to forfeiture | 1,500,000 | ||||||||||
Percent of stock convertible | 20% | ||||||||||
Stock issued during period not subject to forfeiture | 766,902 | ||||||||||
Stock price threshold limit | $ 12 | ||||||||||
Common stock shares outstanding | 10,766,902 | 11,500,000 | |||||||||
Common stock subject to forfeited | 733,098 | ||||||||||
Promissory Note | |||||||||||
Warrant issue price | $ 1 | $ 1 | |||||||||
Working Capital Loans | |||||||||||
Convertible Debt | $ 3,000,000 | $ 3,000,000 | |||||||||
Working Capital Loans | Sponsor | |||||||||||
Due to related party | 3,000,000 | 3,000,000 | 3,000,000 | $ 3,000,000 | |||||||
Debt instrument, face amount | $ 2,827,923 | ||||||||||
Debt instrument, unamortized discount | $ 1,175,013 | $ 1,175,013 | $ 1,968,585 | ||||||||
Working Capital Loans | Founder Shares | |||||||||||
Proceeds from convertible note – related party | $ 3,000,000 | ||||||||||
Common Class B | |||||||||||
Common stock shares outstanding | 10,766,902 | 10,766,902 | 10,766,902 | ||||||||
Common Class B | Founder Shares | |||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 2,875,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 6 Months Ended | |
May 06, 2021 | Jun. 30, 2022 | |
Other Commitments [Line Items] | ||
Deferred underwriting fee payable per share | $ 0.35 | |
Deferred underwriting fee payable non current | $ 15,073,661 | |
Underwriting Agreement | ||
Other Commitments [Line Items] | ||
Overallotment option vesting period | 45 days | |
Stock issued during period shares new issues | 6,000,000 | |
Forward Contracts | ||
Other Commitments [Line Items] | ||
Stock repurchased during period, shares | 5,000,000 | |
Purchase price per share | $ 10 | |
Payments for repurchase of private placement | $ 50,000,000 | |
Over-Allotment Option [Member] | ||
Other Commitments [Line Items] | ||
Sale of stock, price per share | $ 10 | $ 10 |
Stock issued during period shares new issues | 3,067,606 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject To Possible Redemption - Additional Information (Details) - Common Class A [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Temporary Equity, Redemption Price Per Share | $ 10 | |
Temporary equity carrying amount attributable to parent | $ 430,676,061 | |
Common stock shares description of voting rights | one vote | |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares issued | 43,067,606 | 43,067,606 |
Common stock shares outstanding | 43,067,606 | 43,067,606 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - $ / shares | 6 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Class of Stock [Line Items] | |||
Preferred stock shares authorised | 1,000,000 | 1,000,000 | |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Preferred stock shares issued | 0 | 0 | |
Preferred stock shares outstanding | 0 | 0 | |
Common Class A | |||
Class of Stock [Line Items] | |||
Common stock shares authorised | 200,000,000 | 200,000,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 0 | 0 | |
Common stock shares outstanding | 0 | 0 | |
Common stock shares description of voting rights | one vote | ||
Common Class A | Founder Shares | |||
Class of Stock [Line Items] | |||
Percentage of common stock outstanding | 20% | ||
Common Class B | |||
Class of Stock [Line Items] | |||
Common stock shares authorised | 20,000,000 | 20,000,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 10,766,902 | 10,766,902 | |
Common stock shares outstanding | 10,766,902 | 10,766,902 | |
Common stock shares description of voting rights | one vote |
Warrant Liability - Additional
Warrant Liability - Additional Information (Detail) - $ / shares | 3 Months Ended | ||
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Warrants or rights term | 5 years | ||
Private Placement Warrants | |||
Class of warrant or right, outstanding | 10,613,522 | 10,613,522 | |
Common Class A | Private Placement Warrants | |||
Share price | $ 11.5 | ||
Period within which warrants exercise after the completion of a business combination | 30 days |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of Company's Liabilities Measured At Fair Value On A Recurring Basis (Detail) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant Liability — Private Placement Warrants | $ 1,764,717 | $ 7,642,968 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary Of Quantitative Information Of Fair Value Measurement (Detail) - Fair Value, Inputs, Level 3 | Jun. 30, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 9.73 | 9.77 |
Strike price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 11.5 | 11.5 |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 2 | 12 |
Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 2.91 | 1.54 |
Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 | 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary Of Changes In The Fair Value Of Level 3 Warrant Liabilities (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Changes in fair value | $ (5,326,602) | $ 3,021,878 | $ (5,878,251) | $ 2,209,144 | |
Private Placement Warrants | Fair Value, Inputs, Level 3 [Member] | |||||
Fair value, beginning balance | 7,642,968 | ||||
Initial measurement on March 25, 2021 | 17,252,208 | ||||
Measurement of the additional Private Placement warrants issued on May 6, 2021 | 1,128,881 | ||||
Changes in fair value | [1] | (5,878,251) | 2,209,144 | ||
Fair value, ending balance | $ 1,764,717 | $ 20,590,233 | $ 1,764,717 | $ 20,590,233 | |
[1]Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the unaudited condensed statements of operations. |