Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Registrant Name | ARCTOS NORTHSTAR ACQUISITION CORP. | ||
Entity Central Index Key | 0001829558 | ||
Entity File Number | 001-40092 | ||
Entity Tax Identification Number | 98-1563556 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Address, Address Line One | 2021 McKinney Avenue, #200 | ||
Entity Address, City or Town | Dallas | ||
Entity Address, Country | TZ | ||
Entity Address, Postal Zip Code | 75201 | ||
City Area Code | 972 | ||
Local Phone Number | 918-3800 | ||
Entity Shell Company | true | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 307,711,250 | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Firm ID | 100 | ||
Auditor Location | New York, New York | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A ordinary shares included as part of the units | ||
Trading Symbol | ANAC | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 31,625,000 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 7,906,250 | ||
Capital Units [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant | ||
Trading Symbol | ANAC.U | ||
Security Exchange Name | NYSE | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants included as part of the Units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Trading Symbol | ANAC WS | ||
Security Exchange Name | NYSE |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 81,567 | |
Prepaid expenses | 398,328 | $ 9,298 |
Total current assets | 479,895 | 9,298 |
Investments held in Trust Account | 316,267,458 | |
Deferred offering costs associated with the initial public offering | 120,000 | |
Total Assets | 316,747,353 | 129,298 |
Current liabilities: | ||
Accounts payable | 40,149 | |
Accrued expenses | 1,723,300 | 120,000 |
Accrued expenses - related party | 110,000 | |
Total current liabilities | 1,873,449 | 120,000 |
Deferred underwriting commissions | 11,068,750 | |
Derivative warrant liabilities | 12,557,750 | |
Total liabilities | 25,499,949 | 120,000 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 31,625,000 and -0- shares at $10.00 per share as of December 31, 2021 and 2020, respectively | 316,250,000 | |
Shareholders' Equity: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding as of December 31, 2021 and 2020 | ||
Additional paid-in capital | 24,209 | |
Accumulated deficit | (25,003,387) | (15,702) |
Total shareholders' equity (deficit) | (25,002,596) | 9,298 |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | 316,747,353 | 129,298 |
Class A ordinary shares [Member] | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 31,625,000 and -0- shares at $10.00 per share as of December 31, 2021 and 2020, respectively | 316,250,000 | |
Shareholders' Equity: | ||
Common Stock | ||
Class B ordinary shares [Member] | ||
Shareholders' Equity: | ||
Common Stock | $ 791 | $ 791 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock authorized | 5,000,000 | 5,000,000 |
Preferred stock issued | 0 | 0 |
Preferred stock outstanding | 0 | 0 |
Class A ordinary shares [Member] | ||
Common stock redemption per shares | $ 0.0001 | $ 0.0001 |
Shares subject to possible redemption | 31,625,000 | 0 |
Shares subject to possible redemption per shares | $ 10 | $ 10 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock authorized | 500,000,000 | 500,000,000 |
Common stock issued | 0 | 0 |
Common stock outstanding | 0 | 0 |
Class B ordinary shares [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock authorized | 50,000,000 | 50,000,000 |
Common stock issued | 7,906,250 | 7,906,250 |
Common stock outstanding | 7,906,250 | 7,906,250 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
General and administrative expenses | $ 15,702 | $ 2,684,195 |
General and administrative expenses—related party | 110,000 | |
Loss from operations | (15,702) | (2,794,195) |
Other income (expenses): | ||
Offering costs associated with derivative warrant liabilities | (848,440) | |
Loss upon issuance of private placement warrants | (3,496,500) | |
Change in fair value of derivative warrant liabilities | 14,285,630 | |
Income from investments held in Trust Account | 17,458 | |
Net income (loss) | (15,702) | 7,163,953 |
Class A ordinary shares [Member] | ||
Other income (expenses): | ||
Net income (loss) | $ 5,559,617 | |
Weighted average shares outstanding of Class A ordinary shares, basic and diluted | 26,859,589 | |
Basic and diluted net income (loss) per share, Class A ordinary shares | $ 0.21 | |
Weighted average shares outstanding of Class B ordinary shares, basic | 26,859,589 | |
Weighted average shares outstanding of Class B ordinary shares, diluted | 26,859,589 | |
Class B ordinary shares [Member] | ||
Other income (expenses): | ||
Net income (loss) | $ (15,702) | $ 1,604,336 |
Basic and diluted net income (loss) per share, Class A ordinary shares | $ 0 | $ 0.21 |
Weighted average shares outstanding of Class B ordinary shares, basic | 6,875,000 | 7,750,856 |
Weighted average shares outstanding of Class B ordinary shares, diluted | 6,875,000 | 7,906,250 |
Statement of Changes in Shareho
Statement of Changes in Shareholders' Equity (Deficit) - USD ($) | Total | Common Stock [Member] | Class A ordinary shares [Member] | Class A ordinary shares [Member]Common Stock [Member] | Class B ordinary shares [Member] | Class B ordinary shares [Member]Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Common Stock [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Common Stock [Member] |
Beginning balance at Oct. 06, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Beginning balance, shares at Oct. 06, 2020 | 0 | 0 | ||||||||
Issuance of Class B ordinary shares to Sponsor, shares | 7,906,250 | |||||||||
Issuance of Class B ordinary shares to Sponsor | $ 25,000 | $ 791 | $ 24,209 | |||||||
Net loss | (15,702) | $ (15,702) | $ (15,702) | |||||||
Ending balance at Dec. 31, 2020 | 9,298 | 9,298 | $ 0 | $ 791 | 24,209 | (15,702) | ||||
Ending balance, shares at Dec. 31, 2020 | 0 | 7,906,250 | ||||||||
Accretion of Class A ordinary shares subject to redemption | (32,175,847) | $ (32,175,847) | $ (24,209) | (32,151,638) | ||||||
Net loss | 7,163,953 | $ 5,559,617 | $ 1,604,336 | $ 7,163,953 | ||||||
Ending balance at Dec. 31, 2021 | $ (25,002,596) | $ (25,002,596) | $ 0 | $ 791 | $ 0 | $ (25,003,387) | ||||
Ending balance, shares at Dec. 31, 2021 | 0 | 7,906,250 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (15,702) | $ 7,163,953 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
General and administrative expenses paid by related party under promissory note | 37,965 | |
Loss upon issuance of private placement warrants | 3,496,500 | |
Offering costs associated with derivative warrant liabilities | 848,440 | |
Change in fair value of derivative warrant liabilities | (14,285,630) | |
Income from investments held in Trust Account | (17,458) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 15,702 | (389,031) |
Accounts payable | 40,149 | |
Accrued expenses | 1,638,300 | |
Accrued expenses - related party | 110,000 | |
Net cash used in operating activities | (1,356,812) | |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (316,250,000) | |
Net cash used in investing activities | (316,250,000) | |
Cash Flows from Financing Activities: | ||
Repayment of note payable to related party | (151,790) | |
Proceeds received from initial public offering, gross | 316,250,000 | |
Proceeds received from private placement | 8,325,000 | |
Offering costs paid | (6,734,831) | |
Net cash provided by financing activities | 317,688,379 | |
Net increase in cash | 81,567 | |
Cash - beginning of the period | ||
Cash - end of the period | 81,567 | |
Supplemental disclosure of noncash financing activities: | ||
Offering costs included in accrued expenses | 120,000 | 85,000 |
Offering costs paid by related party under promissory note | 113,825 | |
Deferred underwriting commissions | $ 11,068,750 | |
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | $ 25,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 – Description of Organization and Business Operations Arctos NorthStar Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 7, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of December 31, 2021, the Company had not yet commenced operations. All activity for the period from October 7, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the Initial Public Offering (the “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 its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is NorthStar Acquisition Holdings, LLC, a Delaware limited liability company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 22, 2021. On February 25, 2021, the Company consummated its Initial Public Offering of 31,625,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), including 4,125,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of approximately $316.3 million, and incurring offering costs of approximately $18.0 million, of which approximately $11.1 million was for deferred underwriting commissions (Notes 2 and 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,550,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $8.3 million (Notes 4 and 6). Upon the closing of the Initial Public Offering and the Private Placement, approximately $316.3 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting commission held in the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target business 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 its holders (the “Public Shareholders”) of the Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. 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 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 per-share Shares are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the second amended and restated memorandum and articles of association which will be adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to th e Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 25, 2023 (the “Combination Period”), or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution in the Trust Account will be less than the $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 vendors, service providers (except 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. There can be no guarantee that the Company will be successful in obtaining such waivers from its targeted vendors and service providers. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Liquidity and Going Concern As of December 31, 2021, the Company had approximately $82,000 in its operating bank account, and working capital deficit of approximately $1.4 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from its Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, a loan of approximately $152,000 from the Sponsor pursuant to the Note, and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on March 3, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans. As of December 31, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from its Sponsor or an affiliate of its Sponsor, or its officers and directors to meet our needs through the consummation of a business combination. However, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) accounting Standards Update (“ASU”) 2014-15, |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Policies | Note 2 – Basis of Presentation and Summary of Significant Policies Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”). Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the e xtend non-emerging Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 and investments held in the Trust Account. As of December 31, 2021 and 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside the Trust Account as of December 31, 2021 and 2020. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The Company issued warrants in connection with its Initial Public Offering (the “Public Warrants”) and Private Placement Warrants, which are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement Placement has been estimated using the Black-Scholes Option Pricing model (“BSM”) at each measurement date and the fair value of the Public Warrants was initially measured using an option pricing method incorporating a barrier option simulation through a modified Black Scholes framework (the “OPM”) and subsequently will be measured at each measurement date based on the market price of such warrants, once they are separated from the Units. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating non-current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of Initial Public Offering, 31,625,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. As of December 31, 2020, there were no shares of Class A ordinary shares subject to possible redemption. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is considered an exempted Cayman Islands Company 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. 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 ordinary 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 ordinary shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 13,456,250 Class A ordinary share in the calculation of diluted income per ordinary share, because their exercise is contingent upon future events. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the year ended December 31, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from the weighted average number of shares outstanding as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the period in which the contingency was resolved to determine the dilutive impact of these shares. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per ordinary share for each class of ordinary shares: For the Year Ended For the Period from Class A Class B Class A Class B Basic net income (loss) per ordinary share: Numerator: Allocation of net income (loss) - Basic $ 5,559,617 $ 1,604,336 $ — $ (15,702 ) Denominator: Basic weighted average ordinary shares outstanding 26,859,589 7,750,856 — 6,875,000 Basic net income (loss) per ordinary share $ 0.21 $ 0.21 $ — $ (0.00 ) For the Year Ended For the Period from Class A Class B Class A Class B Diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) - Diluted $ 5,534,767 $ 1,629,186 $ — $ (15,702 ) Denominator: Diluted weighted average ordinary shares outstanding 26,859,589 7,906,250 — 6,875,000 Diluted net income (loss) per ordinary share $ 0.21 $ 0.21 $ — $ (0.00 ) Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, (Subtopic 470-20) and (Subtopic 815-40): Accounting (“ASU 2020-06”), which ASU 2020-06 on Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On February 25, 2021, the Company consummated its Initial Public Offering of 31,625,000 Units, including 4,125,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $316.3 million, and incurring offering costs of approximately $18.0 million, of which approximately $11.1 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary shar one-fourth |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 - Related Party Transactions Founder Shares On December 16, 2020, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 7,906,250 Class B ordinary shares (the “Founder Shares”). The Sponsor agreed to surrender for no consideration up to an aggregate of 1,031,250 Founder Shares to the extent that the option to purchase additional Units was not exercised in full by the underwriters or is reduced, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On February 25, 2021, the underwriter fully exercised its over-allotment option; thus, these 1,031,250 Founder Shares are no longer subject to forfeiture. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial business combination and (B) subsequent to the initial business combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,550,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $8.3 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On December 16, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. 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. As of December 31, 2021 and 2020, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on NYSE through the earlier of consummation of the initial Business Combination or the Company’s liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company. During year ended December 31, 2021, the Company incurred $110,000 included in general and administrative expenses to a related party in the accompanying statements of operations. As of December 31, 2021, $110,000 has been included in accrued expenses to related party on the accompanying balance sheets. There was no balance due to related party at December 31, 2020. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 - Commitments and Contingencies Forward Purchase Agreement In connection with the consummation of the Initial Public Offering, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with an affiliate of the Sponsor, pursuant to which such affiliate will commit that it will purchase from us up to 7,500,000 forward purchase units the “Forward Purchase Units”), consisting of one Class A ordinary share (the “Forward Purchase Share”), and one-fourth The Forward Purchase Shares will be identical to the Public Shares, except that they will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and will be subject to registration rights. The Forward Purchase Warrants will have the same terms as the Private Placement Warrants so long as they are held by the affiliate of the Sponsor or its permitted assignees and transferees. Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, forward purchase securities underlying the Forward Purchase Units, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants, Forward Purchase Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $6.3 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $11.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 6 – Derivative Warrant Liabilities As of December 31, 2021, the Company had 7,906,250 Public Warrants and 5,550,000 Private Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination (excluding any issuance of forward purchase securities) at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i) that the Private Placement Warrants and the Class A ordinary shares issuable upon 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, (ii) except as described below, the Private Placement Warrants will be non-redeemable Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | Note 7 - Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each ordinary share. As of December 31, 2021, there were 31,625,000 shares of Class A ordinary shares outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the balance sheets. The Class A ordinary shares subject to possible redemption reflected on the balance sheets is reconciled on the following table: Gross proceeds from Initial Public Offering $ 316,250,000 Less: Fair value of Public Warrants at issuance (15,021,880 ) Offering costs allocated at Class A ordinary shares subject to possible redemption (17,153,967 ) Plus: Accretion on Class A ordinary shares subject to possible redemption 32,175,847 Class A ordinary shares subject to possible redemption $ 316,250,000 |
Shareholder's Equity (Deficit)
Shareholder's Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholder's Equity (Deficit) | Note 8 - Shareholder’s Equity (Deficit) Preference Shares Class A Ordinary Shares Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law; provided that only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of the initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares as-converted one-to-one. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 The following table presents information about the Company’s financial assets and liabilities that are measured at fair value. Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 316,267,458 $ — $ — $ 316,267,458 Liabilities: Derivative warrant liabilities - public warrants $ 6,008,750 $ — $ — $ 6,008,750 Derivative warrant liabilities - private placement warrants $ — $ — $ 6,549,000 $ 6,549,000 As of December 31, 2020, there were no assets or liabilities that were measured at fair value on a recurring basis. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 fair value measurement in April 2021, when the Public Warrants were separately listed and traded. There were no other transfers to/from Levels 1, 2, and 3 during the year ended December 31, 2021. The fair value of the Public Warrants is determined using the traded price. Level 1 assets include investments in money market funds that invest solely in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Level 3 instruments are comprised of derivative warrant liabilities measured at fair value using a BSM and the OPM. The estimated fair value of the Private Placement Warrants and the Public Warrants, prior to being separately listed and traded, was determined using Level 3 inputs. Inherent in a BSM and the OPM are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon c The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of 2021 As of 2021 Share Price $ 9.85 $ 9.77 Exercise Price $ 11.50 $ 11.50 Option Term (in years) 5.5 5.0 Volatility 29.00% 18.00% Risk-free interest rate 0.06% - 1.01% 1.26% Expected Dividends 0.00% 0.00% The change in the fair value of the derivative warrant liabilities measured using Level 3 inputs for the year ended December 31, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 26,843,380 Change in fair value of derivative warrant liabilities (5,905,000 ) Transfer of Public Warrants to a Level 1 measurement (14,389,380 ) Derivative warrant liabilities at December 31, 2021 $ 6,549,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 - Subsequent Event s 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, other than as described above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, which have not previously been disclosed within the financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Emerging Growth Company | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the e xtend non-emerging |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 and investments held in the Trust Account. As of December 31, 2021 and 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside the Trust Account as of December 31, 2021 and 2020. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The Company issued warrants in connection with its Initial Public Offering (the “Public Warrants”) and Private Placement Warrants, which are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement Placement has been estimated using the Black-Scholes Option Pricing model (“BSM”) at each measurement date and the fair value of the Public Warrants was initially measured using an option pricing method incorporating a barrier option simulation through a modified Black Scholes framework (the “OPM”) and subsequently will be measured at each measurement date based on the market price of such warrants, once they are separated from the Units. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating non-current |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of Initial Public Offering, 31,625,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. As of December 31, 2020, there were no shares of Class A ordinary shares subject to possible redemption. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is considered an exempted Cayman Islands Company 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. |
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 ordinary 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 ordinary shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 13,456,250 Class A ordinary share in the calculation of diluted income per ordinary share, because their exercise is contingent upon future events. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the year ended December 31, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from the weighted average number of shares outstanding as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the period in which the contingency was resolved to determine the dilutive impact of these shares. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per ordinary share for each class of ordinary shares: For the Year Ended For the Period from Class A Class B Class A Class B Basic net income (loss) per ordinary share: Numerator: Allocation of net income (loss) - Basic $ 5,559,617 $ 1,604,336 $ — $ (15,702 ) Denominator: Basic weighted average ordinary shares outstanding 26,859,589 7,750,856 — 6,875,000 Basic net income (loss) per ordinary share $ 0.21 $ 0.21 $ — $ (0.00 ) For the Year Ended For the Period from Class A Class B Class A Class B Diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) - Diluted $ 5,534,767 $ 1,629,186 $ — $ (15,702 ) Denominator: Diluted weighted average ordinary shares outstanding 26,859,589 7,906,250 — 6,875,000 Diluted net income (loss) per ordinary share $ 0.21 $ 0.21 $ — $ (0.00 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, (Subtopic 470-20) and (Subtopic 815-40): Accounting (“ASU 2020-06”), which ASU 2020-06 on Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share Basic and Diluted | The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per ordinary share for each class of ordinary shares: For the Year Ended For the Period from Class A Class B Class A Class B Basic net income (loss) per ordinary share: Numerator: Allocation of net income (loss) - Basic $ 5,559,617 $ 1,604,336 $ — $ (15,702 ) Denominator: Basic weighted average ordinary shares outstanding 26,859,589 7,750,856 — 6,875,000 Basic net income (loss) per ordinary share $ 0.21 $ 0.21 $ — $ (0.00 ) For the Year Ended For the Period from Class A Class B Class A Class B Diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) - Diluted $ 5,534,767 $ 1,629,186 $ — $ (15,702 ) Denominator: Diluted weighted average ordinary shares outstanding 26,859,589 7,906,250 — 6,875,000 Diluted net income (loss) per ordinary share $ 0.21 $ 0.21 $ — $ (0.00 ) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Class A common stock subject to redemption | The Class A ordinary shares subject to possible redemption reflected on the balance sheets is reconciled on the following table: Gross proceeds from Initial Public Offering $ 316,250,000 Less: Fair value of Public Warrants at issuance (15,021,880 ) Offering costs allocated at Class A ordinary shares subject to possible redemption (17,153,967 ) Plus: Accretion on Class A ordinary shares subject to possible redemption 32,175,847 Class A ordinary shares subject to possible redemption $ 316,250,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets that are Measured at Fair Value | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value. Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 316,267,458 $ — $ — $ 316,267,458 Liabilities: Derivative warrant liabilities - public warrants $ 6,008,750 $ — $ — $ 6,008,750 Derivative warrant liabilities - private placement warrants $ — $ — $ 6,549,000 $ 6,549,000 |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of 2021 As of 2021 Share Price $ 9.85 $ 9.77 Exercise Price $ 11.50 $ 11.50 Option Term (in years) 5.5 5.0 Volatility 29.00% 18.00% Risk-free interest rate 0.06% - 1.01% 1.26% Expected Dividends 0.00% 0.00% |
Summary of Change in the Fair Value of the Derivative Warrant Liabilities | The change in the fair value of the derivative warrant liabilities measured using Level 3 inputs for the year ended December 31, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 26,843,380 Change in fair value of derivative warrant liabilities (5,905,000 ) Transfer of Public Warrants to a Level 1 measurement (14,389,380 ) Derivative warrant liabilities at December 31, 2021 $ 6,549,000 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) | Feb. 25, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2021USD ($)$ / sharesshares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds from issuance of IPO | $ 316,250,000 | ||
Deferred offering costs non current | $ 120,000 | ||
Deferred underwriting commissions | $ 11,100,000 | $ 11,068,750 | |
Restricted investments term | 185 days | ||
Percentage of the fair value of assets in trust account of the target company net of deferred undrwriting commissions and taxes | 0.80 | ||
Minimum networth to effect business combination | $ 5,000,001 | ||
Percentage of public shares to be redeemed on non completion of business combination | 100.00% | ||
Dissolution expense | $ 100,000 | ||
Cash in operating bank account | 81,567 | ||
Working capital | 1,400,000 | ||
Stock issued during the period value for services rendered | 25,000 | ||
Repayment of note payable to related party | $ 151,790 | ||
Due to related parties | $ 0 | ||
Business combination, description | ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest | ||
Trust account description | Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act having a maturity of 185 days or less or in money market funds | ||
Redeeming share percent | 15.00% | ||
Minimum [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Equity metohd investment ownership percentage | 50.00% | ||
Shares subject to possible redemption per shares | $ / shares | $ 10 | ||
Per share amunt in the trust account for distribution to the public shareholders | $ / shares | $ 10 | ||
IPO [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds from issuance of IPO | $ 316,250,000 | ||
Sponsor [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issued during the period value for services rendered | 25,000 | ||
Proceeds from related party debt | 152,000 | ||
Repayment of note payable to related party | 152,000 | ||
Due to related parties | $ 0 | ||
Sponsor [Member] | Private Placement Warrants [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Class of warrants and rights issued during the period | shares | 5,550,000 | ||
Class of warrants and rights issued, price per warrant | $ / shares | $ 1.50 | ||
Proceeds from issuance of warrants | $ 8,300,000 | ||
Class A ordinary shares [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Shares subject to possible redemption per shares | $ / shares | $ 10 | $ 10 | |
Class A ordinary shares [Member] | IPO [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issued during period shares | shares | 31,625,000 | ||
Shares issued price per share | $ / shares | $ 10 | $ 10 | |
Proceeds from issuance of IPO | $ 316,300,000 | $ 316,300,000 | |
Deferred offering costs non current | $ 18,000,000 | ||
Class A ordinary shares [Member] | Over-Allotment Option [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issued during period shares | shares | 4,125,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Policies - Schedule of Earnings Per Share Basic and Diluted (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Numerator: | ||
Allocation of net income (loss) - Basic | $ (15,702) | $ 7,163,953 |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss) - Basic | $ (15,702) | $ 1,604,336 |
Denominator: | ||
Basic weighted average ordinary shares outstanding | 6,875,000 | 7,750,856 |
Basic net income (loss) per ordinary share | $ 0 | $ 0.21 |
Numerator: | ||
Allocation of net income (loss) - Diluted | $ (15,702) | $ 1,629,186 |
Denominator: | ||
Diluted weighted average ordinary shares outstanding | 6,875,000 | 7,906,250 |
Diluted net income (loss) per ordinary share | $ 0 | $ 0.21 |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss) - Basic | $ 5,559,617 | |
Denominator: | ||
Basic weighted average ordinary shares outstanding | 26,859,589 | |
Basic net income (loss) per ordinary share | $ 0.21 | |
Numerator: | ||
Allocation of net income (loss) - Diluted | $ 5,534,767 | |
Denominator: | ||
Diluted weighted average ordinary shares outstanding | 26,859,589 | |
Diluted net income (loss) per ordinary share | $ 0.21 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Line Items] | ||
FDIC Insured Amount | $ 250,000 | |
Cash equivalents | $ 0 | $ 0 |
Restricted investments term | 185 days | |
Transaction costs associated with derivative warrant liabilities | $ 848,000 | |
Offering costs | 17,200,000 | |
Unrecognized Tax Benefits | 0 | |
Accrued for interest and penalties | 0 | |
Tax provision | $ 0 | |
Class A ordinary shares [Member] | ||
Accounting Policies [Line Items] | ||
Temporary equity shares outstanding | 31,625,000 | 0 |
Number of common stock A into which the class of warrant or right may be converted. | 13,456,250 |
Initial Public Offering - Addit
Initial Public Offering - Additional information (Detail) - USD ($) | Feb. 25, 2021 | Dec. 31, 2021 |
Initial Public Offering [Line Items] | ||
Proceeds from issuance of IPO | $ 316,250,000 | |
Deferred underwriting commissions | $ 11,100,000 | $ 11,068,750 |
Stock conversion basis | one-fourth of one warrant | |
Class A ordinary shares [Member] | Public Warrants [Member] | ||
Initial Public Offering [Line Items] | ||
Stock conversion basis | Each Unit consists of one Class A ordinary share and one-fourth of one redeemable warrant (“Public Warrant”). | |
Shares issuable per warrant | 1 | |
Exercise price of warrant | $ 11.50 | |
IPO [Member] | ||
Initial Public Offering [Line Items] | ||
Proceeds from issuance of IPO | $ 316,250,000 | |
IPO [Member] | Class A ordinary shares [Member] | ||
Initial Public Offering [Line Items] | ||
Stock issued during period shares new shares | 31,625,000 | |
Shares issued price per share | $ 10 | $ 10 |
Proceeds from issuance of IPO | $ 316,300,000 | $ 316,300,000 |
Offering costs | $ 18,000,000 | |
Over-Allotment Option [Member] | Class A ordinary shares [Member] | ||
Initial Public Offering [Line Items] | ||
Stock issued during period shares new shares | 4,125,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional information (Detail) - USD ($) | Feb. 25, 2021 | Dec. 31, 2020 | Dec. 16, 2020 | Dec. 31, 2020 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | |||||
Value of stock issued to sponsor | $ 25,000 | ||||
Proceeds from sales of Private Placement warrants | $ 5,550,000 | ||||
Sale of stock, price per share | $ 1.50 | ||||
Proceeds from Issuance of private placement | $ 8,325,000 | ||||
General and administrative expenses—related party | 110,000 | ||||
Due to related party | $ 0 | $ 0 | |||
Accrued Expenses Related Party Current | 110,000 | ||||
Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Value of stock issued to sponsor | 25,000 | ||||
Percentage of shareholding by intial shareholders after the IPO | 20.00% | ||||
Stock issued during period not subject to forfeiture | 1,031,250 | ||||
Lock in period of shares | 1 year | ||||
Share price | $ 12 | $ 12 | |||
Number of specific trading days for determining share price | 20 days | ||||
Total number of trading days for determining the share price | 30 days | ||||
Period from business combination for which closing price of share is considered | 150 days | ||||
Due to related party | 0 | ||||
Sponsor [Member] | Issue Of Promissory Note To The Sponsor [Member] | Promissory Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument face value | $ 300,000 | ||||
Proceeds from issuance of promissory Note | $ 152,000 | ||||
Repayment of promissory note | 152,000 | ||||
Sponsor [Member] | Administrative services agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
General and administrative expenses—related party | 110,000 | ||||
Administrative services agreement amount | 10,000 | ||||
Sponsor [Member] | Subject to Underwriters Exercising of Over Allotment Option [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of sponser shares subject to forfeiture | 1,031,250 | ||||
Sponsor [Member] | Business Combination [Member] | Financing Of Business Combination Transaction Costs [Member] | |||||
Related Party Transaction [Line Items] | |||||
Working capital loans convertible into equity warrants value | $ 1,500,000 | ||||
Debt instrument conversion price per share | $ 1.50 | ||||
Working capital loans | $ 0 | $ 0 | $ 0 | ||
Sponsor [Member] | Private Warrants [Member] | |||||
Related Party Transaction [Line Items] | |||||
Class of warrants or rights exercise price | $ 11.50 | ||||
Class B ordinary shares [Member] | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Value of stock issued to sponsor | $ 25,000 | ||||
Number of stock issued to sponsor | 7,906,250 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Feb. 25, 2021USD ($) | Jan. 21, 2021shares | Dec. 31, 2021USD ($)$ / sharesshares | Jan. 25, 2021USD ($) |
Other Commitments [Line Items] | ||||
Sale of units, Number of units Issued in Transaction | shares | 7,500,000 | |||
Sale of Unit Price Per Unit | $ / shares | $ 1.50 | |||
Sale of Units, Consideration Received | $ 75,000,000 | |||
Deferred underwriting commissions | $ 11,100,000 | $ 11,068,750 | ||
Conversion basis | one-fourth of one warrant | |||
Over-Allotment Option [Member] | ||||
Other Commitments [Line Items] | ||||
Underwriting Discount Per Unit | 0.20 | |||
Underwriting discount | $ 6,300,000 | |||
Deferred underwriting commissions payable per unit | 0.35 | |||
Forward Purchase Units [Member] | ||||
Other Commitments [Line Items] | ||||
Sale of Unit Price Per Unit | $ / shares | $ 10 | |||
Underwriter Commitment To Exercise Over Allotment Option [Member] | Over-Allotment Option [Member] | ||||
Other Commitments [Line Items] | ||||
Sale of units, Number of units Issued in Transaction | shares | 4,125,000 | |||
Underwriter Option Days | 45 days |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Derivative Warrant Liabilities [Line Items] | |
Sale of stock issue price per share | $ 1.50 |
Public Warrants [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Number of warrants outstanding | shares | 7,906,250 |
Period after business combination within which securities must be registered | 20 days |
Period after business combination within which registration must be effective | 60 days |
Public Warrants [Member] | Class A ordinary shares [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Class of warrants or rights exercise price | $ 11.50 |
Class of warrants or rights term | 5 years |
Sale of stock issue price per share | $ 9.20 |
Proceeds from capital raising from business combination as a percentage of total proceeds | 60.00% |
Class of warrant or right redemption threshold trading days | 20 days |
Volume weighted average trading price of shares | $ 9.20 |
Class of warrant or right redemption threshold trading days | 20 days |
Class of warrant or rights number of shares covered by each warrant or right | shares | 1 |
Public Warrants [Member] | Share price per Class A ordinary share equals or exceeds $18.00 [Member] | Class A ordinary shares [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Percentage of redeemption trigger price over effective issue price | 115.00% |
Class of warrants or rights redemption price per unit of warrant | $ 0.10 |
Public Warrants [Member] | Share price per Class A ordinary share equals or exceeds $10.00 [Member] | Class A ordinary shares [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Class of warrant or right redemption threshold trading days | 20 days |
Percentage of redeemption trigger price over effective issue price | 180.00% |
Class of Warrants Redemption Notice Period | 30 days |
share redeemption trigger price | $ 18 |
Class of warrant or right redemption threshold trading days | 20 days |
Class of warrant or right redemption threshold consecutive trading days | 30 days |
Public Warrants [Member] | After Completion Of Initial Public Offering [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Minimum threshold period from which warrants are excercisable | 12 months |
Public Warrants [Member] | After Completion Of Business Combination [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Minimum threshold period from which warrants are excercisable | 30 days |
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Class A ordinary shares [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Number of trading days after the date of notice for determining the fair market value of shares | 10 days |
Class of warrant or rights number of shares covered by each warrant or right | shares | 0.361 |
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Share price per Class A ordinary share equals or exceeds $18.00 [Member] | Class A ordinary shares [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Class of warrant or right redemption threshold trading days | 20 days |
share redeemption trigger price | $ 10 |
Class of warrant or right redemption threshold trading days | 20 days |
Class of warrant or right redemption threshold consecutive trading days | 30 days |
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Share price per Class A ordinary share equals or exceeds $10.00 [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Class of warrants or rights redemption price per unit of warrant | $ 0.01 |
Class of Warrants Redemption Notice Period | 30 days |
Private Warrants [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Number of warrants outstanding | shares | 5,550,000 |
Private Warrants [Member] | After Completion Of Business Combination [Member] | |
Derivative Warrant Liabilities [Line Items] | |
Minimum threshold period from which warrants are excercisable | 30 days |
ClassA Ordinary Shares Subject
ClassA Ordinary Shares Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member] | 12 Months Ended | |
Dec. 31, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Temporary Equity [Line Items] | ||
Common stock authorized | 500,000,000 | 500,000,000 |
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 |
Number of votes per share | Vote | 1 | |
Temporary equity shares outstanding | 31,625,000 | 0 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption - Summary of Class A common stock subject to redemption (Detail) - USD ($) | Feb. 25, 2021 | Dec. 31, 2021 |
Temporary Equity [Line Items] | ||
Gross proceeds from Initial Public Offering | $ 316,250,000 | |
Temporary Equity Additions [Abstract] | ||
Accretion on Class A ordinary shares subject to possible redemption | 32,175,847 | |
Class A ordinary shares subject to possible redemption | 316,250,000 | |
Common Class A [Member] | ||
Less: | ||
Offering costs allocated at Class A ordinary shares subject to possible redemption | (17,153,967) | |
Temporary Equity Additions [Abstract] | ||
Accretion on Class A ordinary shares subject to possible redemption | 32,175,847 | |
Class A ordinary shares subject to possible redemption | 316,250,000 | |
IPO [Member] | ||
Temporary Equity [Line Items] | ||
Gross proceeds from Initial Public Offering | 316,250,000 | |
Less: | ||
Fair value of Public Warrants at issuance | (15,021,880) | |
IPO [Member] | Common Class A [Member] | ||
Temporary Equity [Line Items] | ||
Gross proceeds from Initial Public Offering | $ 316,300,000 | $ 316,300,000 |
Shareholder's Equity (Deficit)
Shareholder's Equity (Deficit) - Additional Information (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock authorized | 5,000,000 | 5,000,000 |
Preferred stock outstanding | 0 | 0 |
Preferred stock issued | 0 | 0 |
Percentage of the shares issuable on the percentage of the total paid up share capital | 20.00% | |
Conversion basis | one-fourth of one warrant | |
Conversion Of Class B Common Stock Into Class A Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Conversion basis | one-to-one | |
Class A ordinary shares [Member] | ||
Class of Stock [Line Items] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock authorized | 500,000,000 | 500,000,000 |
Common stock issued | 0 | 0 |
Common stock outstanding | 0 | 0 |
Shares subject to possible redemption | 31,625,000 | 0 |
Common stock shares voting rights | one vote for each share | |
Class B ordinary shares [Member] | ||
Class of Stock [Line Items] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock authorized | 50,000,000 | 50,000,000 |
Common stock issued | 7,906,250 | 7,906,250 |
Common stock outstanding | 7,906,250 | 7,906,250 |
Common stock shares voting rights | one vote for each share |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets that are Measured at Fair Value (Detail) | Dec. 31, 2021USD ($) |
Assets: | |
Investments held in Trust Account | $ 316,267,458 |
Public Warrants [Member] | Warrants [Member] | |
Liabilities: | |
Derivative liabilities | 6,008,750 |
Public Warrants [Member] | Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | |
Liabilities: | |
Derivative liabilities | 6,008,750 |
Money Market Funds [Member] | |
Assets: | |
Investments held in Trust Account | 316,267,458 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | |
Assets: | |
Investments held in Trust Account | 316,267,458 |
Private Placement Warrants [Member] | Warrants [Member] | |
Liabilities: | |
Derivative liabilities | 6,549,000 |
Private Placement Warrants [Member] | Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | |
Liabilities: | |
Derivative liabilities | $ 6,549,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) | Dec. 31, 2021yr | Feb. 25, 2021yr |
Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.77 | 9.85 |
Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
Option term (in years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 5 | 5.5 |
Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 18 | 29 |
Risk-free interest rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.26 | |
Risk-free interest rate [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.06 | |
Risk-free interest rate [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.01 | |
Expected Dividends [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Change in the Fair Value of the Derivative Warrant Liabilities (Detail) - Fair Value, Inputs, Level 3 [Member] | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning of the period | $ 0 |
Issuance of derivative warrant liabilities | 26,843,380 |
Change in fair value of derivative warrant liabilities | (5,905,000) |
Transfer of Public Warrants to a Level 1 measurement | (14,389,380) |
Ending of the period | $ 6,549,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Assets at fair value | $ 0 | |
Liabilities at fair value | $ 0 | |
Fair value net assets or liabilities , transfer between levels | $ 0 |