Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | PANACEA ACQUISITION CORP. II | ||
Trading Symbol | PANA | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 178,224,043 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001828989 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-40311 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 98-1578154 | ||
Entity Address, Address Line One | 357 Tehama Street | ||
Entity Address, Address Line Two | Floor 3 | ||
Entity Address, City or Town | San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94103 | ||
City Area Code | (415) | ||
Local Phone Number | 966-0807 | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | New York | ||
Auditor Firm ID | 100 | ||
Class A Ordinary Shares | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 17,795,000 | ||
Class B Ordinary Shares | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 2,300,000 | ||
Class F Ordinary Shares | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 3,450,000 |
Balance Sheet
Balance Sheet | Dec. 31, 2021USD ($) |
Current Assets | |
Cash | $ 353,114 |
Prepaid expenses | 692,222 |
Total Current Assets | 1,045,336 |
Investments held in Trust Account | 172,509,581 |
TOTAL ASSETS | 173,554,917 |
Current liabilities | |
Accounts payable and accrued expenses | 205,728 |
Accrued offering costs | 90,454 |
Total Current Liabilities | 296,182 |
Deferred underwriting fee payable | 6,037,500 |
Total Liabilities | 6,333,682 |
Commitments and Contingencies | |
Class A ordinary shares subject to possible redemption 17,250,000 shares at $10.00 per share redemption value | 172,500,000 |
Shareholders’ Deficit | |
Preference shares, $0.0001 par value; 20,000,000 shares authorized; none issued or outstanding | |
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 545,000 issued and outstanding (excluding 17,250,000 Class A ordinary shares subject to possible redemption) | 55 |
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 2,300,000 shares issued and outstanding | 230 |
Class F ordinary shares, $0.0001 par value, 50,000,000 shares authorized; 3,450,000 shares issued and outstanding | 345 |
Additional paid-in capital | |
Accumulated deficit | (5,279,395) |
Total Shareholders’ Deficit | (5,278,765) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ 173,554,917 |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2021$ / sharesshares |
Preference shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preference shares, authorized | 20,000,000 |
Preference shares, shares issued | |
Preference shares, outstanding | |
Class A Ordinary Shares | |
Subject to possible redemption shares | 17,250,000 |
Subject to possible redemption shares at a redemption value of per share (in Dollars per share) | $ / shares | $ 10 |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, authorized | 500,000,000 |
Ordinary shares, issued | 545,000 |
Ordinary shares, outstanding | 545,000 |
Class B Ordinary Shares | |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, authorized | 50,000,000 |
Ordinary shares, issued | 2,300,000 |
Ordinary shares, outstanding | 2,300,000 |
Class F Ordinary Shares | |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, authorized | 50,000,000 |
Ordinary shares, issued | 3,450,000 |
Ordinary shares, outstanding | 3,450,000 |
Statement of Operations
Statement of Operations | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
Operating and formation costs | $ 745,878 |
Loss from operations | (745,878) |
Other income: | |
Interest earned on investments held in Trust Account | 9,581 |
Other income | 9,581 |
Net loss | $ (736,297) |
Basic and diluted weighted average shares outstanding, Class A ordinary shares (in Shares) | shares | 13,485,670 |
Basic and diluted net loss per ordinary share, Class A ordinary shares (in Dollars per share) | $ / shares | $ (0.04) |
Basic and diluted weighted average shares outstanding, Class B ordinary shares (in Shares) | shares | 2,227,350 |
Basic and diluted net loss per ordinary share, Class B ordinary shares (in Dollars per share) | $ / shares | $ (0.04) |
Basic and diluted weighted average shares outstanding, Class F ordinary shares (in Shares) | shares | 3,341,026 |
Basic and diluted net loss per ordinary share, Class F ordinary shares (in Dollars per share) | $ / shares | $ (0.04) |
Statement of Changes in Shareho
Statement of Changes in Shareholders’ Deficit - 12 months ended Dec. 31, 2021 - USD ($) | Class AOrdinary Shares | Class BOrdinary Shares | Class FOrdinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Jan. 13, 2021 | ||||||
Balance (in Shares) at Jan. 13, 2021 | ||||||
Issuance of Class B ordinary shares and Class F ordinary shares to Sponsor | $ 230 | $ 345 | 24,425 | 25,000 | ||
Issuance of Class B ordinary shares and Class F ordinary shares to Sponsor (in Shares) | 2,300,000 | 3,450,000 | ||||
Sale of 545,000 Private Placement Shares | $ 55 | 5,449,945 | 5,450,000 | |||
Sale of 545,000 Private Placement Shares (in Shares) | 545,000 | |||||
Accretion for Class A ordinary shares subject to possible redemption amount | (5,474,370) | (4,543,098) | (10,017,468) | |||
Net loss | (736,297) | (736,297) | ||||
Balance at Dec. 31, 2021 | $ 55 | $ 230 | $ 345 | $ (5,279,395) | $ (5,278,765) | |
Balance (in Shares) at Dec. 31, 2021 | 545,000 | 2,300,000 | 3,450,000 |
Statement of Changes in Share_2
Statement of Changes in Shareholders’ Deficit (Parentheticals) | 12 Months Ended |
Dec. 31, 2021shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of private placement units | 545,000 |
Statement of Cash Flows
Statement of Cash Flows | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (736,297) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on investments held in Trust Account | (9,581) |
Payment of formation costs through promissory note by Sponsor | 5,000 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (692,222) |
Accounts payable and accrued expenses | 205,728 |
Net cash used in operating activities | (1,227,372) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (172,500,000) |
Net cash used in investing activities | (172,500,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Public Shares, net of underwriting discounts paid | 169,050,000 |
Proceeds from sale of Private Placement Shares | 5,450,000 |
Repayment of promissory note – related party | (100,108) |
Payment of offering costs | (319,406) |
Net cash provided by financing activities | 174,080,486 |
Net Change in Cash | 353,114 |
Cash – Beginning of period | |
Cash – End of period | 353,114 |
Non-cash investing and financing activities: | |
Offering costs included in accrued offering costs | 90,454 |
Offering costs paid by Sponsor in exchange for issuance of founder shares | 20,000 |
Offering costs paid through promissory note | 100,108 |
Deferred underwriting fee payable | $ 6,037,500 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Plan of Business of Operations [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Panacea Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 14, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses 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 December 31, 2021, the Company had not commenced any operations. All activity for the period from January 14, 2021 (inception) through December 31, 2021 relates to the Company’s formation, initial public offering (“Initial Public Offering”), which is described below, and 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 generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering became effective on April 6, 2021. On April 9, 2021, the Company consummated the Initial Public Offering of 17,250,000 Class A ordinary shares (the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 2,250,000 Public Shares, at $10.00 per Public Share, generating gross proceeds of $172,500,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 545,000 Class A ordinary shares (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to EcoR1 Panacea Holdings II, LLC (an affiliate of EcoR1 Capital, LLC) (the “Sponsor”), generating gross proceeds of $5,450,000, which is described in Note 5. Transaction costs amounted to $10,017,468, consisting of $3,450,000 of underwriting fees, net of reimbursement, $6,037,500 of deferred underwriting fees and $529,968 of other offering costs. Following the closing of the Initial Public Offering on April 9, 2021, an amount of $172,500,000 ($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 Shares was placed in a trust account (the “Trust Account”), and is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (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 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding deferred underwriting commissions and taxes payable on the income earned on the Trust Account). 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 for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). 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 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 Sponsor has agreed to vote its Founder Shares (as defined in Note 5), alignment shares (as defined in Note 5), Private Placement Shares 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 a proposed 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, alignment shares, Private Placement 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 business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until April 9, 2023 (or until July 9, 2023, if the Company has executed a letter of intent, agreement in principle, or definitive agreement for a Business Combination by April 9, 2023) to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to the Company to pay its taxes, if any (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares, alignment shares and Private Placement Shares it will receive if the Company fails to complete a Business Combination within the Combination 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. 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 Public 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 registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account 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 Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission. 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. 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. 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 did not have any cash equivalents as of December 31, 2021. Investments Held in Trust Account The Company’s portfolio of investments held in trust is comprised solely of investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Income Taxes The Company accounts for income taxes under Accounting Standards Codification (“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 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. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 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 as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. Under ASC 480-10-S99, 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. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Class A ordinary shares issuance costs $ (10,017,468 ) Plus: Accretion of carrying value to redemption value $ 10,017,468 Class A ordinary shares subject to possible redemption $ 172,500,000 Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity. Offering costs amounted to $10,017,468, which was charged against the ordinary shares subject to redemption upon the completion of the Initial Public Offering. Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “Earnings Per Share”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company has three classes of ordinary shares, which are referred to as Class A ordinary shares, Class B ordinary shares, and Class F ordinary shares. Income and losses are shared pro rata between the three classes of ordinary shares. This presentation assumes a business combination as the most likely outcome. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the period from Class A Class B Class F Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (521,121 ) $ (86,070 ) $ (129,106 ) Denominator: Basic and diluted weighted average shares outstanding 13,485,670 2,227,350 3,341,026 Basic and diluted net loss per ordinary share $ (0.04 ) $ (0.04 ) $ (0.04 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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 balance sheet, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 14, 2021 (inception). The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. 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 financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on April 9, 2021, the Company sold 17,250,000 Public Shares, which includes a full exercise by the underwriters of their over-allotment option in the amount of 2,250,000 Public Shares, at a purchase price of $10.00 per Public Share. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 545,000 Private Placement Shares at a price of $10.00 per Private Placement Share, for an aggregate purchase price of $5,450,000, in a private placement. A portion of the proceeds from the Private Placement Shares were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Shares will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Shares. The private placement shares are not reflected in temporary equity as they have no redemption rights. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares and Alignment Shares On January 14, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 2,300,000 Class B ordinary shares (the “Founder Shares”) and 3,450,000 Class F ordinary shares (the “alignment shares”). On January 15, 2021, the Sponsor transferred 25,000 Founder Shares to each of the Company’s independent directors at their original purchase price. Up to 300,000 Founder Shares and 450,000 alignment shares were subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part so that the Founder Shares and alignment shares would represent 10% and 15%, respectively, of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering and excluding the Private Placement Shares). As a result of the underwriter’s election to fully exercise their over-allotment option, the Founder Shares and alignment shares are no longer subject to forfeiture. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the alignment shares until the earlier of (A) their conversion into Class A ordinary shares; and (B) subsequent to the initial Business Combination, the date on which the Company completes a merger, share exchange, reorganization or other similar transaction that results in both a change of control and all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. The sale or transfers of the Founders Shares to members of the Company’s the board of directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. A business combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of December 31, 2021, the Company determined that a Business Combination is not considered probable until the business combination is completed, and therefore, no stock-based compensation expense has been recognized. Administrative Services Agreement The Company entered into an agreement, commencing on April 6, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, administrative and support services. For the period from January 14, 2021 (inception) through December 31, 2021, the Company incurred $90,000 in fees for these services, of which such amounts are included in accrued expenses within the accompanying balance sheet as at December 31, 2021. Promissory Note — Related Party On January 14, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 and the completion of the Initial Public Offering. As of December 31, 2021, there were no outstanding amounts under the Promissory Note. The outstanding balance under the Promissory Note of $100,108 was repaid at the closing of the Initial Public Offering on April 9, 2021. The promissory note is no longer available to the Company. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds on a non-interest basis as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Class A ordinary shares at a price of $10.00 per share. As of December 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of the Founder Shares, alignment shares, Private Placement Shares, forward purchase shares and Class A ordinary shares that may be issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares and alignment shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration 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 and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of $0.20 per Public Share, or $3,450,000 in the aggregate, at the closing of the Initial Public Offering. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $6,037,500 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 On April 6, 2021, the Company entered into a forward purchase agreement pursuant to which the funds affiliated with EcoR1 Capital, LLC (the “forward purchase investors”) have agreed to purchase an aggregate of up to 2,500,000 shares (the “forward purchase shares”), for a purchase price of $10.00 per share, or an aggregate of $25,000,000, in a private placement to close concurrently with the closing of a Business Combination. The obligations under the forward purchase agreements will not depend on whether any Class A ordinary shares are redeemed by the public shareholders. The forward purchase shares will be identical to the Class A ordinary shares included in the Public Shares sold in the Initial Public Offering, except that they will be subject to certain registration rights. The proceeds from the sale of the forward purchase shares may be used as part of the consideration to the sellers in a Business Combination, expenses in connection with a Business Combination or for working capital. This purchase will be required to be made regardless of whether any Public Shares are redeemed by the Public Shareholders and are intended to provide the Company with a minimum funding level for a Business Combination. |
Shareholders_ Deficit
Shareholders’ Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 7 — SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares Class B Ordinary Shares Class F Ordinary Shares The Class F ordinary shares will automatically convert into Class A ordinary shares upon the earlier of (1) the date following a Business Combination on which (a) one-third of the alignment shares issued and outstanding following the consummation of the Initial Public Offering, the closing price of the Class A ordinary shares equals or exceeds $15.00 (b) one-third of the alignment shares issued and outstanding following the consummation of the Initial Public Offering, the closing price of the Class A ordinary shares equals or exceeds $20.00 and (c) one-third of the alignment shares issued and outstanding following the consummation of the Initial Public Offering, the closing price of the Company’s Class A ordinary shares equals or exceeds $25.00 and (2) subsequent to the completion of a Business Combination, the date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization or other similar transaction that results in both a change of control and all of its public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property, in each case subject to adjustment. Holders of Class A ordinary shares, Class B ordinary shares and Class F ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. The Class F ordinary shares will automatically convert into Class A ordinary shares on a one hundred-to-one basis on the business day following the fifth anniversary of a Business Combination, subject to adjustment, provided that alignment shares will automatically convert into Class A ordinary shares on a one-to-one basis on or prior to the fifth anniversary of a Business Combination. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination (other than with respect to the Founder Shares, alignment shares or forward purchase shares), the ratio at which Class B ordinary shares and Class F ordinary shares shall convert into Class A ordinary shares will be adjusted so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares and Class F ordinary shares will equal, in the aggregate, on an as-converted basis, 25% of the total number of all ordinary shares issued and outstanding upon completion of the Initial Public offering (not including the Private Placement Shares) plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of Class A ordinary shares redeemed in connection with a Business Combination), excluding the forward purchase shares, any Class A ordinary shares issued upon conversion of any Founder Shares, alignment shares or Working Capital Loans, and any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8 — 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 the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2021, assets held in the Trust Account were comprised of $172,509,581 in money market funds which are invested primarily in U.S. Treasury Securities. During the period from January 14, 2021 (inception) through December 31, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 172,509,581 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the 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 financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission. |
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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. 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. 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 did not have any cash equivalents as of December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in trust is comprised solely of investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Income Taxes | Income Taxes The Company accounts for income taxes under Accounting Standards Codification (“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 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. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 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 as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. Under ASC 480-10-S99, 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. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Class A ordinary shares issuance costs $ (10,017,468 ) Plus: Accretion of carrying value to redemption value $ 10,017,468 Class A ordinary shares subject to possible redemption $ 172,500,000 |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity. Offering costs amounted to $10,017,468, which was charged against the ordinary shares subject to redemption upon the completion of the Initial Public Offering. |
Net Loss per Ordinary Share | Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “Earnings Per Share”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company has three classes of ordinary shares, which are referred to as Class A ordinary shares, Class B ordinary shares, and Class F ordinary shares. Income and losses are shared pro rata between the three classes of ordinary shares. This presentation assumes a business combination as the most likely outcome. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the period from Class A Class B Class F Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (521,121 ) $ (86,070 ) $ (129,106 ) Denominator: Basic and diluted weighted average shares outstanding 13,485,670 2,227,350 3,341,026 Basic and diluted net loss per ordinary share $ (0.04 ) $ (0.04 ) $ (0.04 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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 balance sheet, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 14, 2021 (inception). The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. 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 financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of class A ordinary shares | Gross proceeds $ 172,500,000 Less: Class A ordinary shares issuance costs $ (10,017,468 ) Plus: Accretion of carrying value to redemption value $ 10,017,468 Class A ordinary shares subject to possible redemption $ 172,500,000 |
Schedule of basic and diluted net income (loss) per ordinary share | For the period from Class A Class B Class F Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (521,121 ) $ (86,070 ) $ (129,106 ) Denominator: Basic and diluted weighted average shares outstanding 13,485,670 2,227,350 3,341,026 Basic and diluted net loss per ordinary share $ (0.04 ) $ (0.04 ) $ (0.04 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis | Description Level December 31, Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 172,509,581 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Apr. 09, 2021 | Dec. 31, 2021 |
Description of Organization and Business Operations (Details) [Line Items] | ||
Public shares, price per share (in Dollars per share) | $ 10 | |
Transaction costs | $ 10,017,468 | |
Underwriting fees | 3,450,000 | |
Deferred underwriting fees | 6,037,500 | |
Other offering costs | $ 529,968 | |
Net proceeds | $ 172,500,000 | |
Assets held in trust account percentage | 80.00% | |
Public per share (in Dollars per share) | $ 10 | |
Net tangible assets | $ 5,000,001 | |
Redemption of an aggregate public shares percentage | 15.00% | |
Business combination redeem public shares percentage | 100.00% | |
Public shares redeem percentage | 100.00% | |
Dissolution expenses | $ 100,000 | |
Public share price trust account (in Dollars per share) | $ 10 | |
Sponsor [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Public price per share (in Dollars per share) | $ 10 | |
Business Combination [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Business combination issued and outstanding voting securities percentage | 50.00% | |
IPO [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Public shares, price per share (in Dollars per share) | $ 10 | |
Sale private placement shares (in Shares) | 545,000 | |
Net proceeds initial public offering | $ 10 | |
Initial Public Offering price per share (in Dollars per share) | $ 10 | |
IPO [Member] | Sponsor [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Gross proceeds | $ 5,450,000 | |
Over-Allotment Option [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Public shares (in Shares) | 2,250,000 | |
Gross proceeds | $ 172,500,000 | |
Initial Public Offering price per share (in Dollars per share) | $ 10 | |
Class A Ordinary Shares [Member] | IPO [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Issuance of ordinary shares (in Shares) | 17,250,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Federal depository insurance corporation coverage | $ 250,000 |
Initial Public Offering [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Offering Costs | $ 10,017,468 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of class A ordinary shares | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of class A ordinary shares [Abstract] | |
Gross proceeds | $ 172,500,000 |
Less: | |
Class A ordinary shares issuance costs | (10,017,468) |
Plus: | |
Accretion of carrying value to redemption value | 10,017,468 |
Class A ordinary shares subject to possible redemption | $ 172,500,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Class A [Member] | |
Numerator: | |
Allocation of net loss, as adjusted | $ | $ (521,121) |
Denominator: | |
Basic and diluted weighted average shares outstanding | shares | 13,485,670 |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.04) |
Class B [Member] | |
Numerator: | |
Allocation of net loss, as adjusted | $ | $ (86,070) |
Denominator: | |
Basic and diluted weighted average shares outstanding | shares | 2,227,350 |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.04) |
Class F [Member] | |
Numerator: | |
Allocation of net loss, as adjusted | $ | $ (129,106) |
Denominator: | |
Basic and diluted weighted average shares outstanding | shares | 3,341,026 |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.04) |
Initial Public Offering (Detail
Initial Public Offering (Details) | Apr. 09, 2021$ / sharesshares |
Initial Public Offering (Details) [Line Items] | |
Sale of public shares | 17,250,000 |
Over-Allotment Option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of public shares | 2,250,000 |
Purchase price per public share (in Dollars per share) | $ / shares | $ 10 |
Private Placement (Details)
Private Placement (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Sponsor [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate purchase shares | shares | 545,000 |
Aggregate price | $ / shares | $ 10 |
Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate purchase price | $ | $ 5,450,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Apr. 06, 2021 | Jan. 15, 2021 | Dec. 31, 2021 | Apr. 09, 2021 |
Related Party Transactions (Details) [Line Items] | ||||
Offering costs | $ 25,000 | |||
Transferred shares (in Shares) | 25,000 | |||
Sponsor founder shares, description | The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. | |||
Office space, administrative and support services price per month | $ 10,000 | |||
Accrued expenses | $ 90,000 | |||
Aggregate principal amount | $ 300,000 | |||
Outstanding balance | $ 100,108 | |||
Working capital loans | $ 1,500,000 | |||
Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Shares subject to forfeiture (in Shares) | 300,000 | |||
Percentage of issued and outstanding shares | 10.00% | |||
Alignment Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Shares subject to forfeiture (in Shares) | 450,000 | |||
Percentage of issued and outstanding shares | 15.00% | |||
Class B Ordinary Shares [Member] | Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Shares consideration (in Shares) | 2,300,000 | |||
Class F Ordinary Shares [Member] | Alignment Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Shares consideration (in Shares) | 3,450,000 | |||
Class A Ordinary Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Convertible price per share (in Dollars per share) | $ 10 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Apr. 06, 2021 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Public per share price | $ 0.2 | |
Aggregate of initial public offering | $ 3,450,000 | |
Deferred price per share | $ 0.35 | |
Aggregate deferred fee | $ 6,037,500 | |
Purchase aggregate share | 2,500,000 | |
Purchase price of per share | $ 10 | |
Aggregate purchase price | $ 25,000,000 |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Shareholders’ Deficit (Details) [Line Items] | |
Preference shares, authorized | 20,000,000 |
Preference shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Conversion basis, percentage | 25.00% |
Business Combination [Member] | |
Shareholders’ Deficit (Details) [Line Items] | |
Description of business combination | The Class F ordinary shares will automatically convert into Class A ordinary shares upon the earlier of (1) the date following a Business Combination on which (a) one-third of the alignment shares issued and outstanding following the consummation of the Initial Public Offering, the closing price of the Class A ordinary shares equals or exceeds $15.00 (b) one-third of the alignment shares issued and outstanding following the consummation of the Initial Public Offering, the closing price of the Class A ordinary shares equals or exceeds $20.00 and (c) one-third of the alignment shares issued and outstanding following the consummation of the Initial Public Offering, the closing price of the Company’s Class A ordinary shares equals or exceeds $25.00 and (2) subsequent to the completion of a Business Combination, the date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization or other similar transaction that results in both a change of control and all of its public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property, in each case subject to adjustment. |
Class A Ordinary Shares [Member] | |
Shareholders’ Deficit (Details) [Line Items] | |
Ordinary shares, authorized | 500,000,000 |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, voting rights | Holders of Class A ordinary shares are entitled to one vote for each share. |
Ordinary shares, issued | 545,000 |
Ordinary shares, outstanding | 545,000 |
Class A ordinary shares subject to possible redemption shares | 17,250,000 |
Class B Ordinary Shares [Member] | |
Shareholders’ Deficit (Details) [Line Items] | |
Ordinary shares, authorized | 50,000,000 |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, voting rights | Holders of the Class B ordinary shares are entitled to one vote for each share. |
Ordinary shares, issued | 2,300,000 |
Ordinary shares, outstanding | 2,300,000 |
Class F Ordinary Shares [Member] | |
Shareholders’ Deficit (Details) [Line Items] | |
Ordinary shares, authorized | 50,000,000 |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, voting rights | Holders of the Class F ordinary shares are entitled to one vote for each share. |
Ordinary shares, issued | 3,450,000 |
Ordinary shares, outstanding | 3,450,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Dec. 31, 2021USD ($) |
Fair Value Disclosures [Abstract] | |
Assets held in trust account | $ 172,509,581 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Level 1 [Member] | |
Fair Value Measurements (Details) - Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 172,509,581 |