Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 12, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity File Number | 001-39923 | |
Entity Registrant Name | NORTH ATLANTIC ACQUISITION CORP. | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | c/o McDermott Will & Emery LLP | |
Entity Address, City or Town | One Vanderbilt Avenue | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10017 | |
City Area Code | 353 | |
Local Phone Number | 1 567 6959 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001830063 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Units, each consisting of one Class A Ordinary Share and one-third of one Redeemable Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share and one-third of one Redeemable Warrant | |
Trading Symbol | NAACU | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Ordinary Shares, par value $0.0001 per share | |
Trading Symbol | NAAC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 37,950,000 | |
Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share | |
Trading Symbol | NAACW | |
Security Exchange Name | NASDAQ | |
Class B Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,487,500 |
CONSOLIDATED CONDENSED BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 718,904 | $ 1,393,330 |
Prepaid expenses | 474,491 | 572,506 |
Total current assets | 1,193,395 | 1,965,836 |
Prepaid expenses - non-current | 34,003 | |
Marketable securities held in Trust Account | 379,619,948 | 379,588,190 |
Total Assets | 380,813,343 | 381,588,029 |
Current liabilities: | ||
Accrued expenses | 630,404 | 760,409 |
Promissory note - related party | 1,199,994 | 1,199,994 |
Total current liabilities | 1,830,398 | 1,960,403 |
Forward Purchase Agreement liability | 1,045,676 | 2,462,675 |
Warrant liability | 6,157,156 | 14,508,554 |
Deferred underwriting discount | 13,282,500 | 13,282,500 |
Total liabilities | 22,315,730 | 32,214,132 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, 37,950,000 shares and no shares at redemption value, respectively | 379,619,948 | 379,588,190 |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (21,123,284) | (30,215,242) |
Total shareholders' deficit | (21,122,335) | (30,214,293) |
Total Liabilities and Shareholders' Deficit | 380,813,343 | 381,588,029 |
Class B Ordinary Shares | ||
Shareholders' Deficit: | ||
Common stock | $ 949 | $ 949 |
CONSOLIDATED CONDENSED BALANC_2
CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common shares, shares issued | 9,487,500 | 9,487,500 |
Class A Ordinary Shares | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 200,000,000 | 200,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class A Common Stock Subject to Redemption | ||
Temporary equity, shares issued | 37,950,000 | 0 |
Temporary equity, shares outstanding | 37,950,000 | 0 |
Class B Ordinary Shares | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 9,487,500 | 9,487,500 |
Common shares, shares outstanding | 9,487,500 | 9,487,500 |
CONSOLIDATED CONDENSED STATEMEN
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating costs | $ 676,439 | $ 308,636 |
Loss from operations | (676,439) | (308,636) |
Other income (expense): | ||
Warrant issue costs | (858,197) | |
Change in fair value of Forward Purchase Agreement liability | 1,416,999 | 1,991,274 |
Change in fair value of warrant liability | 8,351,398 | 11,937,300 |
Trust interest income | 31,758 | 42,703 |
Total other income | 9,800,155 | 13,113,080 |
Net income | $ 9,123,716 | $ 12,804,444 |
Class A Ordinary Shares | ||
Other income (expense): | ||
Weighted average shares outstanding, basic ordinary shares subject to possible redemption | 37,950,000 | 27,408,335 |
Weighted average shares outstanding, diluted ordinary shares subject to possible redemption | 37,950,000 | 27,408,335 |
Net income per share, basic ordinary shares | $ 0.19 | $ 0.35 |
Net income per share, diluted ordinary shares | $ 0.19 | $ 0.35 |
Class B Ordinary Shares | ||
Other income (expense): | ||
Weighted average shares outstanding, basic ordinary shares subject to possible redemption | 9,487,500 | 9,487,500 |
Weighted average shares outstanding, diluted ordinary shares subject to possible redemption | 9,487,500 | 9,487,500 |
Net income per share, basic ordinary shares | $ 0.19 | $ 0.35 |
Net income per share, diluted ordinary shares | $ 0.19 | $ 0.35 |
CONSOLIDATED CONDENSED STATEM_2
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Class B Ordinary SharesCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2020 | $ 949 | $ 24,051 | $ (5,000) | $ 20,000 |
Balance at the beginning (in shares) at Dec. 31, 2020 | 9,487,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Excess of cash received over fair value of Private Placement Warrants | 1,857,457 | 1,857,457 | ||
Initial classification of forward purchase agreement liability | (4,131,217) | (4,131,217) | ||
Net income | 12,804,444 | 12,804,444 | ||
Subsequent measurement of Class A ordinary shares to redemption value | 2,249,709 | (37,913,595) | (35,663,886) | |
Balance at the end at Mar. 31, 2021 | $ 949 | (25,114,151) | (25,113,202) | |
Balance at the end (in shares) at Mar. 31, 2021 | 9,487,500 | |||
Balance at the beginning at Dec. 31, 2020 | $ 949 | $ 24,051 | (5,000) | 20,000 |
Balance at the beginning (in shares) at Dec. 31, 2020 | 9,487,500 | |||
Balance at the end at Dec. 31, 2021 | $ 949 | (30,215,242) | (30,214,293) | |
Balance at the end (in shares) at Dec. 31, 2021 | 9,487,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 9,123,716 | 9,123,716 | ||
Remeasurement of carrying value to redemption value | (31,758) | (31,758) | ||
Balance at the end at Mar. 31, 2022 | $ 949 | $ (21,123,284) | $ (21,122,335) | |
Balance at the end (in shares) at Mar. 31, 2022 | 9,487,500 |
CONSOLIDATED CONDENSED STATEM_3
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 9,123,716 | $ 12,804,444 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (31,758) | (42,703) |
Change in fair value of Forward Purchase Agreement liability | (1,416,999) | (1,991,274) |
Change in fair value of warrant liability | (8,351,398) | (11,937,300) |
Warrant issuance costs | 858,197 | |
Changes in current assets and current liabilities: | ||
Prepaid expenses | 132,018 | (1,049,109) |
Accrued offering costs and expenses | (130,005) | 255,701 |
Administrative service fees and expenses | 21,613 | |
Net cash used in operating activities | (674,426) | (1,080,431) |
Cash Flows from Investing Activity: | ||
Investment held in Trust Account | (379,500,000) | |
Net cash used in investing activity | (379,500,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from Initial Public Offering, net of underwriters' fees | 371,910,000 | |
Proceeds from private placement | 10,690,000 | |
Payment of promissory note to related party | (175,069) | |
Payments of offering costs | (456,041) | |
Net cash provided by financing activities | 381,968,890 | |
Net change in cash | (674,426) | 1,388,459 |
Cash, beginning of the period | 1,393,330 | |
Cash, end of the period | 718,904 | 1,388,459 |
Supplemental disclosure of noncash investing and financing activities | ||
Remeasurement of carrying value of Class A ordinary shares subject to possible redemption | $ 31,758 | |
Initial value of Class A ordinary shares subject to possible redemption | 379,500,000 | |
Deferred underwriting commissions charged to additional paid in capital | 13,282,500 | |
Initial classification of forward purchase agreement liability | 4,131,217 | |
Initial classification of warrant liability | $ 24,102,499 |
Organization, Business Operatio
Organization, Business Operations and Going Concern | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Business Operations and Going Concern | |
Organization, Business Operations and Going Concern | Note 1 — Organization, Business Operations and Going Concernxxx Organization and General North Atlantic Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on October 14, 2020. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company’s sponsor is NAAC Sponsor LP, a Delaware LP (the “Sponsor”). As of March 31, 2022, the Company had not commenced any operations. All activity for the period from October 14, 2020 (inception) through March 31, 2022 relates to the Company’s formation and the initial public offering (“IPO”) described below, and since the closing of the IPO, the search for a prospective initial 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 income in the form of interest income on cash and cash held in Trust Account from the proceeds derived from the IPO and will recognize changes in the fair value of the forward purchase agreement (“FPA”) and warrant liability as other income (expense). Financing The registration statement for the Company’s IPO was declared effective January 21, 2021 (the “Effective Date”). On January 26, 2021, the Company consummated the IPO of 33,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “public share”), at $10.00 per Unit, generating gross proceeds of $330,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 6,466,667 warrants (the “Private Warrants”), at a price of $1.50 per Private Warrant which is discussed in Note 4. Simultaneously with the closing of the IPO, the underwriters elected to exercise its full 4,950,000 Public Units over-allotment option which, at $10.00 per Unit, generated gross proceeds of $49,500,000. The Company, in parallel, consummated the private placement of an additional 660,000 Private Warrants at a price of $1.50 per Private Warrant, which generated total additional gross proceeds of $990,000. Transaction costs of the IPO amounted to $21,283,859, consisting of $7,590,000 of underwriting discount, $13,282,500 of deferred underwriting discount, and $411,359 of other offering costs. Effective on the date of the IPO, $933,632 of offering costs associated with the issuance of the warrants was expensed while the remaining $20,350,227 was initially classified as temporary equity. Trust Account Following the closing of the IPO on January 26, 2021, $379,500,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company’s public shares. If the Company does not complete an initial Business Combination within 24 months from the closing of the IPO, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend its amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. While the ’ T c Initial Business Combination The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit 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 taxes). The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will have 24 months from the closing of the IPO to complete the initial Business Combination (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less any taxes payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor and its officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, 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 IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Business Combination Agreement As reported to the SEC on April 19, 2022 in the Company’s Definitive proxy statement, the board of directors of the Company unanimously approved the Business Combination Agreement, dated as of December 16, 2021 (the “Business Combination Agreement”), by and among the Company, Belgacom International Carrier Services SA/NV, a Belgian limited liability company (société anonyme) (“BICS”), Torino Holding Corp., a Delaware corporation (“TeleSign”), NAAC Holdco, Inc., a Delaware corporation (“New Holdco”), and North Atlantic Acquisition, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of New Holdco (“New SPAC”). In connection with the transactions contemplated by the Business Combination Agreement (the “Business Combination”), New Holdco will be renamed “TeleSign, Inc.”. Pursuant to the Business Combination Agreement, the business combination will be effected in two steps: (a) subject to the approval and adoption of the Business Combination Agreement by the shareholders of the Company, the Company will merge with and into New SPAC (the “SPAC Merger”), with New SPAC surviving the SPAC Merger (the time at which the SPAC Merger becomes effective, the “SPAC Merger Effective Time”); and (b) immediately following the SPAC Merger Effective Time, BICS shall sell, transfer, assign and convey to New Holdco all of the issued and outstanding shares of common stock of TeleSign (the “Purchased Shares”), and New Holdco shall acquire such Purchased Shares from BICS. At the SPAC Merger Effective Time, pursuant to the SPAC Merger, (a) each then-outstanding Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) will be canceled in exchange for consideration consisting of the right to receive one share of common stock, par value $0.0001 per share, of New Holdco (the “New Holdco Common Stock”); (b) each then-outstanding Class B ordinary share, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”) will be canceled in exchange for consideration consisting of the right to receive one share of New Holdco Common Stock; (c) each then-outstanding warrant of the Company (the “NAAC Warrants”) will be cancelled in exchange for consideration consisting of the right to receive one warrant to purchase one share of New Holdco Common Stock (the “New Holdco Warrants”), pursuant to that certain warrant agreement by and between the Company and Continental Stock Transfer & Trust Company; and (d) each then-outstanding unit of the Company, each consisting of one Class A Ordinary Share and one-third of one NAAC Warrant (the “NAAC Units”), will be canceled in exchange for consideration consisting of (i) the right to receive one share of New Holdco Common Stock and (ii) the right to receive one-third of one New Holdco Warrant. Subscription Agreements In connection with the execution of the Business Combination Agreement, the Company entered into separate subscription agreements (collectively, the “Subscription Agreements”) with a number of investors (collectively, the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase, and the Company agreed that New Holdco will sell to the PIPE Investors, an aggregate of 11,698,750 shares of New Holdco Common Stock (the “PIPE Shares”) in a private placement or placements (the “Private Placements”) for an aggregate purchase price of $107,500,000. The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements will take place substantially concurrently with the closing of the Business Combination and is contingent upon customary closing conditions. The purpose of the Private Placements is to raise additional capital for use by the post-combination company following the closing of the Business Combination. Liquidity and Capital Resources As of March 31, 2022, the Company had $718,904 in its operating bank account, and a working capital deficit of $637,003. In August 2021, the Sponsor loaned the Company approximately $1.2 million. Repayment of this loan is not expected to occur until consummation of a business combination. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a capital contribution from the Sponsor of $25,000, to cover certain offering costs, for the founder shares (see Note 5), and the loan under an unsecured promissory note from the Sponsor of $175,069. The promissory note from the Sponsor was paid in full on March 3, 2021.Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account and borrowings of $1,199,994 under a promissory note issued August 6, 2021 (see note 5). In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until January 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 2023. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s results of operations and ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s control. The Company’s business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and the Company’s ability to complete an initial business combination. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly; they do not include all of the information and footnotes required by US GAAP. In the opinion of management, the unaudited consolidated condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022, or for any future interim periods. The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on March 16, 2022. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Two of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability and fair value of the FPA liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 or December 31, 2021. Investments Held in Trust Account At March 31, 2022 and December 31, 2021, funds held in the Trust Account include $379,619,948 and $379,588,190 of investments substantially held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of certain of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash, prepaid expenses, accrued offering costs and expenses, and amounts due to related parties are estimated to approximate the carrying values as of March 31, 2022 due to the short maturities of such instruments. The Company’s Private Placement Warrants, contingent forward purchase agreement liability and Working Capital Loan Option are based on valuation models utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement warrant liability and the contingent forward purchase agreement liability were estimated by using inputs primarily within Level 3 of the fair value hierarchy. See Note 6 for additional information on assets and liabilities measured at fair value. The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in an active market (the NASDAQ Stock Market LLC) for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability was estimated by using inputs within Level 1 of the fair value hierarchy. Prior to the commencement of separate trading on the NASDAQ Stock market LLC, the fair value of the Public Warrant liability was estimated by using inputs primarily within Level 3 of the fair value hierarchy. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on this account. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s 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, all ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. All of the Class A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value and subsequently adjusted the redemption book value as of the IPO date for the earnings in the Trust Account. The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in capital and accumulated deficit. The ordinary shares subject to possible redemption reflected on the condensed balance sheets are reconciled in the following table: March 31, 2022 December 31, 2021 Gross proceeds from IPO $ 379,500,000 $ 379,500,000 Less: Proceeds allocated to Public Warrants, net of offering costs (14,336,324) (14,336,324) Ordinary share issuance costs (21,283,859) (21,283,859) Plus: Remeasurement adjustment of carrying value to redemption value 35,740,131 35,708,373 Ordinary shares subject to possible redemption $ 379,619,948 $ 379,588,190 Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Remeasurement adjustments associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement because the warrants are contingently exercisable, and the contingencies have not yet been met. The warrants are exercisable to purchase 19,776,667 Class A ordinary shares in the aggregate. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. Private and public warrants to purchase 19,776,667 Class A ordinary shares at $11.50 per share were issued on January 26, 2021. No warrants were exercised during the three months ended March 31, 2022. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common share for the period. Accretion of the carrying value of Class A ordinary shares to redemption value is excluded from net income per ordinary share because the redemption value approximates fair value. For the three months ended For the three months ended March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income $ 7,298,973 $ 1,824,743 $ 9,475,289 $ 3,329,155 Denominator Weighted-average shares outstanding 37,950,000 9,487,500 27,408,335 9,487,500 Basic and diluted net income per share $ 0.19 $ 0.19 $ 0.35 $ 0.35 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities are expensed, and offering costs associated with the Class A ordinary shares are charged to the shareholders’ equity. Accordingly, as of March 31, 2022, offering costs of the IPO amounted to $21,283,859, consisting of $7,590,000 of underwriting discount, $13,282,500 of deferred underwriting discount, and $411,359 of other offering costs. Effective on the date of the IPO, $933,632 of offering costs associated with the issuance of the warrants was expensed while the remaining $20,350,227 was initially classified as a reduction to temporary equity. Share Based Compensation In January 2021, directors of the Company were transferred interest in the Sponsor which interest relates to interest in an aggregate of 200,000 founder shares. The Company complies with ASC 718 Compensation - Stock Compensation regarding interest in founder shares acquired by directors of the Company. The interest in the founder shares acquired vests 75% immediately with the remaining 25% vesting upon the Company consummating an initial Business Combination (the "Vesting Date"). If prior to the Vesting Date, the director(s)' status as a director terminates, the unvested portion of the interest in the Sponsor is forfeited. The interest in the founder shares was issued on January 20, 2021, and the interest in the shares vested, 75% immediately on January 20, 2021 but not recognized as per 10-Q filed on May 25, 2021; only reported during 10-K 2021 and 25% upon consummation of an initial Business Combination. Since the approach in ASC 718 is to determine the fair value without regard to the vesting date, the Company has determined the valuation of the Class B shares as of January 20, 2021. The valuation resulted in a fair value of $7.20, or an aggregate of $1,438,929 for the interest in 200,000 founder shares. No consideration was paid for the interest in the founder shares or the transferred interest in the Sponsor. The Company recognizes compensation expense for the 75% immediate vesting interest in the founder shares and will recognize the remaining 25% interest that vests upon consummation of a Business Combination. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined its public warrants, private warrants, contingent forward purchase warrants and Working Capital Loans Option are derivative instruments. FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and contingent forward purchase units and then the Class A ordinary shares. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Private Placement Warrants and contingent Forward Purchase Agreement Units was estimated using a Monte Carlo simulation approach and the fair value of the Public Warrants was based on the closing market price as of March 31, 2022 (see Note 6). Forward Purchase Agreement Liabilities The contingent forward purchase units and their component securities would be identical to the units issued at the close of the IPO, except that the contingent forward purchase units and their component securities would be subject to transfer restrictions and certain registration rights, as described in the prospectus. The Company accounts for the forward purchase units and their component securities as either equity-classified or liability-classified instruments under the Company’s Derivative Financial Instrument policy. Working Capital Loans Option On August 6, 2021, the Sponsor agreed to loan the Company up to $1,500,000 to be used for a portion of the expenses of the Company. At the option of the Sponsor, the outstanding principle of $1,199,994 may be converted into that number of warrants (“Conversion Warrants”) equal to the outstanding principle of the note divided by $1.50 (approximately 800,000 warrants). The option (“Working Capital Loan Option”) to convert the working capital loans into warrants qualifies as an embedded derivative under ASC 815 and is required to be reported at fair value. At March 31, 2022 and December 31, 2021 the value of the Working Capital Loan Option was $0. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, incomes taxes are not reflected in the Company's financial statements. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The Company adopted ASU 2020-06 on January 1, 2022 and the standard was applied on a full retrospective basis. There was no material impact on the Company’s financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Initial Public Offering. | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the IPO, the Company initially sold 33,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third Simultaneously with the closing of the IPO, the underwriters elected to exercise their full over-allotment option of 4,950,000 Units at a purchase price of $10.00 per Unit. Public Warrants Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Company’s sponsors or their affiliate, without taking into account any founder shares held by the Company’s sponsors 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 the Company’s 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, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering each such warrant for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. 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 not less than 30 days ’ prior written notice of redemption to each warrant holder (the “30-day redemption period”); and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders (which the Company refers to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like). 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: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined below); ● if, and only if, the Reference Value (as defined above under “Redemptions for warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. At March 31, 2022 and December 31, 2021, there were 12,650,000 Public Warrants and 7,126,667 Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the IPO. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company's statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
Private Placement. | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO and the closing of the exercise of the over-allotment option, the Sponsor purchased an aggregate of 7,126,667 warrants at a price of $1.50 per warrant, for an aggregate purchase price of $10,690,000 in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to certain registration rights. If the Private Placement Warrants are held by holders other than the sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. The Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and public shares in connection with the completion of the initial Business Combination, (ii) waive its redemption rights with respect to its founder shares and public shares in connection with a shareholder vote to approve 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 redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, (iii) waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote any founder shares held by the sponsor and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On November 4, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 8,625,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On January 21, 2021, the Company effected a share dividend of 0.1 shares for each share outstanding (the “Dividend”), resulting in there being an aggregate of 9,487,500 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividend. Up to 1,237,500 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. In connection with the underwriters’ full exercise of their over-allotment option on January 26, 2021, the 1,237,500 Founder Shares were no longer subject to forfeiture. The initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination; or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, if (1) the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Forward Purchase Agreement The Company’s sponsor (or its designees) has agreed to enter into a contingent forward purchase agreement with the Company, to purchase up to 10,000,000 units for $10.00 each, in a private placement to occur concurrently with the closing of the initial Business Combination, for an aggregate purchase price of up to $100,000,000. The contingent forward purchase units and their component securities would be identical to the units being sold in this offering, except that the contingent forward purchase units and their component securities would be subject to transfer restrictions and certain registration rights, as described herein. The funds from the sale of contingent forward purchase units may be used as part of the consideration to the sellers in the initial Business Combination. Promissory Note — Related Party On November 10, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and were due at the earlier of June 30, 2021 or the closing of the IPO. The loan was to be repaid upon the closing of the IPO out of the $1,000,000 of offering proceeds that had been allocated to the payment of offering expenses. As of January 26, 2021, the Company had drawn down $175,069 under the promissory note. The promissory note from the Sponsor was paid in full on March 3, 2021. Since March 3, 2021 no additional funds have been borrowed under this promissory note. Related Party Loans In order to finance transaction costs in connection with an intended 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 the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. On August 6, 2021, the Sponsor agreed to loan the Company up to $1,500,000 to be used for a portion of the expenses of the Company. These loans are non-interest bearing, unsecured and are due upon consummation of an initial Business Combination. At the option of the Sponsor, the outstanding principle of the note may be converted into that number of warrants (“Conversion Warrants”) equal to the outstanding principle of the note divided by $1.50. In no case may the balance of the note be repaid out of funds in the Trust. At March 31, 2022 and December 31, 2021, the Company owed $1,199,994 under the August 6, 2021 promissory note. Administrative Service Fee Commencing on January 26, 2021, the Company has agreed to pay the Sponsor up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three months ended March 31, 2022 and March 31, 2021, the Company recorded and paid $30,000 and $21,613 of administrative service fees, respectively, which are included in operating costs in the accompanying statements of operations. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Recurring Fair Value Measurements | |
Recurring Fair Value Measurements | Note 6 — Recurring Fair Value Measurements At March 31, 2022 and December 31, 2021, the Company’s warrant liability was valued at $6,157,156 and $14,508,554, its forward purchase agreement liability was valued at $1,045,676 and $2,462,675, and its working capital loan option was valued at $0 and $0, respectively. Under the guidance in ASC 815-40 the warrants, forward purchase agreement and working capital loan option do not meet the criteria for equity classification. As such, these financial instruments must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, these financial instruments valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company’s warrant liability for the Private Placement Warrants and working capital loan option are based on valuation models utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. The Company determined the Forward Purchase Agreement units are equivalent to the value of the Private Placement Warrant coverage; therefore, the Private Placement Warrants fair value was used to determine the fair value of the Forward Purchase Agreement units. The inputs used to determine the fair value of the Private Warrant liability, Forward Purchase Agreement units, and working capital loan option are classified within Level 3 of the fair value hierarchy. On March 15, 2021, the Company’s Public Warrants began trading on the Nasdaq Stock Market LLC. The Company’s warrant liability at March 31, 2022 and December 31, 2021 for the Public Warrants is based on unadjusted quoted prices in an active market (the NASDAQ Stock Market LLC) for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. Substantially all of the Company’s trust assets on the balance sheet consist of U. S. Money Market funds which are classified as cash equivalents. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. March 31, 2022 Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 379,619,948 $ — $ — Liabilities: Forward Purchase Agreement Liability $ — $ — $ 1,045,676 Working Capital Loan Option — — — Public Warrants 3,921,500 — — Private Placement Warrants — — 2,235,656 $ 3,921,500 $ — $ 3,281,332 December 31, 2021 Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 379,588,190 $ — $ — Liabilities: Forward Purchase Agreement Liability $ — $ — $ 2,462,675 Working Capital Loan Option — — — Public Warrants 9,243,355 — — Private Placement Warrants — — 5,265,199 $ 9,243,355 $ — $ 7,727,874 The Company utilizes a Monte Carlo simulation model to value the Private Placement Warrants and the Forward Purchase Agreement and a Rubinstein-Gesk model for the Working Capital Loan Option at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Private Placement Warrants, the Forward Purchase Agreement and Working Capital Loan Option is determined using Level 3 inputs. Inherent in Monte Carlo and Black Scholes pricing models are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on an estimated average expected volatility of a sample of similar companies in terms of industry, stage of life cycle, size, and financial leverage with a time varying volatility. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The Company determined the Forward Purchase Agreement units are equivalent to the value of the Private Placement Warrant coverage; therefore, the Private Placement Warrants fair value was used to determine the fair value of the FPA units at March 31, 2022 and December 31, 2021. The aforementioned warrant liabilities and Working Capital Loan Option are not subject to qualified hedge accounting. The following table provides quantitative information regarding Level 3 fair value measurements as: At At March 31, December 31, 2022 2021 Share price $ 9.89 $ 9.84 Strike price $ 11.50 $ 11.50 Term (in years) 5.71 5.97 Volatility 4.8 % 13.6 % Risk-free rate 2.41 % 1.35 % Dividend yield 0.0 % 0.0 % The following table provides quantitative information regarding Level 3 fair value measurements as of March 31, 2022 and December 31, 2021 (the initial measurement date of the Working Capital Loan Option): At At March 31, December 31, 2022 2021 Stock price $ 9.89 $ 9.84 Volatility 4.8 % 13.6 % Weighted term 0.72 years 0.99 years Conversion price $ 1.50 $ 1.50 Risk-free rate 2.41 % 1.35 % The following table provides a reconciliation of changes in fair value liabilities of the beginning and ending balances for the Company’s Warrants, FPA and Working Capital Loan Option classified as Level 3: Fair Value at December 31, 2021 $ 7,727,874 Change in fair value (4,446,542) Fair Value at March 31, 2022 $ 3,281,332 Fair Value at December 31, 2020 $ — Initial fair value of the warrants and FPA 28,233,716 Public Warrants reclassified to level 1 (1) (7,590,000) Change in fair value (16,068,517) Fair Value at March 31, 2021 $ 4,575,199 (1) Assumes the Public Warrants were reclassified on March 31, 2021. There were no other transfers between Levels 1, 2 or 3 during the three month ended March 31, 2022 or March 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 7 — Commitments and Contingencies Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants which will be issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45-day option from the date of this prospectus to purchase up to an additional 4,500,000 units to cover over-allotments, if any, at $10.00 per Unit. Simultaneously with the closing of the IPO on January 26, 2021, the underwriters fully exercised the over-allotment option to purchase 4,950,000 Units, generating an aggregate of gross proceeds of $49,500,000. On January 26, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, $7,590,000 in the aggregate, in connection with the underwriters’ exercise of their over-allotment option in full. Additionally, as reported on the balance sheet as deferred underwriting discount, the underwriters will be entitled to a deferred underwriting discount of 3.5% or $13,282,500 of the gross proceeds of the IPO upon the completion of the Company’s initial Business Combination. Anchor Investors In January 2021, the Sponsor sold a portion of its interest for an aggregate of $5,000,000 to several investors ("Anchor Investors") (none of which are affiliated with any member of the Company's management team, the Sponsor or any other Anchor Investor). The Anchor Investors received interest in an aggregate of 9,487,500 founder shares of the Company and committed to purchase $150,000,000 Class A ordinary shares at the IPO. The Sponsor will retain voting and dispositive power over the Anchor Investors' interest in the founder shares until consummation of the initial Business Combination, following which time the Sponsor will distribute such interest in the founder shares to the Anchor Investors. The Anchor Investors have not been granted any shareholder or other rights that are in addition to those granted to the Company's other public shareholders. The Anchor Investors will have no rights to the funds held in the Trust Account with respect to the interest in the Founder Shares allocated to them. The Anchor Investors will have the same rights to the funds held in the Trust Account with respect to the Class A ordinary shares underlying the units they purchased during the IPO as the rights afforded to the Company's other public shareholders. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 3 Months Ended |
Mar. 31, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption | |
Class A Ordinary Shares Subject to Possible Redemption | Note 8 — Class A Ordinary Shares Subject to Possible Redemption Class A Ordinary Shares |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Shareholders' Equity | |
Shareholders' Equity | Note 9 — Shareholders’ Equity Preference shares Class B Ordinary Shares—The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. After giving retroactive effect to the Dividend described in Note 5, there were 9,487,500 shares of Class B ordinary shares issued and outstanding at March 31, 2022 and December 31, 2021. 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 Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Law or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly; they do not include all of the information and footnotes required by US GAAP. In the opinion of management, the unaudited consolidated condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022, or for any future interim periods. The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on March 16, 2022. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Two of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability and fair value of the FPA liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 or December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account At March 31, 2022 and December 31, 2021, funds held in the Trust Account include $379,619,948 and $379,588,190 of investments substantially held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of certain of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash, prepaid expenses, accrued offering costs and expenses, and amounts due to related parties are estimated to approximate the carrying values as of March 31, 2022 due to the short maturities of such instruments. The Company’s Private Placement Warrants, contingent forward purchase agreement liability and Working Capital Loan Option are based on valuation models utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement warrant liability and the contingent forward purchase agreement liability were estimated by using inputs primarily within Level 3 of the fair value hierarchy. See Note 6 for additional information on assets and liabilities measured at fair value. The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in an active market (the NASDAQ Stock Market LLC) for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability was estimated by using inputs within Level 1 of the fair value hierarchy. Prior to the commencement of separate trading on the NASDAQ Stock market LLC, the fair value of the Public Warrant liability was estimated by using inputs primarily within Level 3 of the fair value hierarchy. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on this account. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s 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, all ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. All of the Class A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value and subsequently adjusted the redemption book value as of the IPO date for the earnings in the Trust Account. The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in capital and accumulated deficit. The ordinary shares subject to possible redemption reflected on the condensed balance sheets are reconciled in the following table: March 31, 2022 December 31, 2021 Gross proceeds from IPO $ 379,500,000 $ 379,500,000 Less: Proceeds allocated to Public Warrants, net of offering costs (14,336,324) (14,336,324) Ordinary share issuance costs (21,283,859) (21,283,859) Plus: Remeasurement adjustment of carrying value to redemption value 35,740,131 35,708,373 Ordinary shares subject to possible redemption $ 379,619,948 $ 379,588,190 |
Net Income (Loss) Per Ordinary Share | Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Remeasurement adjustments associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement because the warrants are contingently exercisable, and the contingencies have not yet been met. The warrants are exercisable to purchase 19,776,667 Class A ordinary shares in the aggregate. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. Private and public warrants to purchase 19,776,667 Class A ordinary shares at $11.50 per share were issued on January 26, 2021. No warrants were exercised during the three months ended March 31, 2022. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common share for the period. Accretion of the carrying value of Class A ordinary shares to redemption value is excluded from net income per ordinary share because the redemption value approximates fair value. For the three months ended For the three months ended March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income $ 7,298,973 $ 1,824,743 $ 9,475,289 $ 3,329,155 Denominator Weighted-average shares outstanding 37,950,000 9,487,500 27,408,335 9,487,500 Basic and diluted net income per share $ 0.19 $ 0.19 $ 0.35 $ 0.35 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities are expensed, and offering costs associated with the Class A ordinary shares are charged to the shareholders’ equity. Accordingly, as of March 31, 2022, offering costs of the IPO amounted to $21,283,859, consisting of $7,590,000 of underwriting discount, $13,282,500 of deferred underwriting discount, and $411,359 of other offering costs. Effective on the date of the IPO, $933,632 of offering costs associated with the issuance of the warrants was expensed while the remaining $20,350,227 was initially classified as a reduction to temporary equity. |
Share Based Compensation | Share Based Compensation In January 2021, directors of the Company were transferred interest in the Sponsor which interest relates to interest in an aggregate of 200,000 founder shares. The Company complies with ASC 718 Compensation - Stock Compensation regarding interest in founder shares acquired by directors of the Company. The interest in the founder shares acquired vests 75% immediately with the remaining 25% vesting upon the Company consummating an initial Business Combination (the "Vesting Date"). If prior to the Vesting Date, the director(s)' status as a director terminates, the unvested portion of the interest in the Sponsor is forfeited. The interest in the founder shares was issued on January 20, 2021, and the interest in the shares vested, 75% immediately on January 20, 2021 but not recognized as per 10-Q filed on May 25, 2021; only reported during 10-K 2021 and 25% upon consummation of an initial Business Combination. Since the approach in ASC 718 is to determine the fair value without regard to the vesting date, the Company has determined the valuation of the Class B shares as of January 20, 2021. The valuation resulted in a fair value of $7.20, or an aggregate of $1,438,929 for the interest in 200,000 founder shares. No consideration was paid for the interest in the founder shares or the transferred interest in the Sponsor. The Company recognizes compensation expense for the 75% immediate vesting interest in the founder shares and will recognize the remaining 25% interest that vests upon consummation of a Business Combination. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined its public warrants, private warrants, contingent forward purchase warrants and Working Capital Loans Option are derivative instruments. FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and contingent forward purchase units and then the Class A ordinary shares. |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Private Placement Warrants and contingent Forward Purchase Agreement Units was estimated using a Monte Carlo simulation approach and the fair value of the Public Warrants was based on the closing market price as of March 31, 2022 (see Note 6). |
Forward Purchase Agreement Liabilities | Forward Purchase Agreement Liabilities The contingent forward purchase units and their component securities would be identical to the units issued at the close of the IPO, except that the contingent forward purchase units and their component securities would be subject to transfer restrictions and certain registration rights, as described in the prospectus. The Company accounts for the forward purchase units and their component securities as either equity-classified or liability-classified instruments under the Company’s Derivative Financial Instrument policy. |
Working Capital Loans Option | Working Capital Loans Option On August 6, 2021, the Sponsor agreed to loan the Company up to $1,500,000 to be used for a portion of the expenses of the Company. At the option of the Sponsor, the outstanding principle of $1,199,994 may be converted into that number of warrants (“Conversion Warrants”) equal to the outstanding principle of the note divided by $1.50 (approximately 800,000 warrants). The option (“Working Capital Loan Option”) to convert the working capital loans into warrants qualifies as an embedded derivative under ASC 815 and is required to be reported at fair value. At March 31, 2022 and December 31, 2021 the value of the Working Capital Loan Option was $0. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, incomes taxes are not reflected in the Company's financial statements. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The Company adopted ASU 2020-06 on January 1, 2022 and the standard was applied on a full retrospective basis. There was no material impact on the Company’s financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies | |
Schedule of ordinary shares subject to possible redemption reflected on the balance sheet | The ordinary shares subject to possible redemption reflected on the condensed balance sheets are reconciled in the following table: March 31, 2022 December 31, 2021 Gross proceeds from IPO $ 379,500,000 $ 379,500,000 Less: Proceeds allocated to Public Warrants, net of offering costs (14,336,324) (14,336,324) Ordinary share issuance costs (21,283,859) (21,283,859) Plus: Remeasurement adjustment of carrying value to redemption value 35,740,131 35,708,373 Ordinary shares subject to possible redemption $ 379,619,948 $ 379,588,190 |
Schedule of ordinary shares | For the three months ended For the three months ended March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income $ 7,298,973 $ 1,824,743 $ 9,475,289 $ 3,329,155 Denominator Weighted-average shares outstanding 37,950,000 9,487,500 27,408,335 9,487,500 Basic and diluted net income per share $ 0.19 $ 0.19 $ 0.35 $ 0.35 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Schedule of assets and liabilities that were measured at fair value on a recurring basis | March 31, 2022 Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 379,619,948 $ — $ — Liabilities: Forward Purchase Agreement Liability $ — $ — $ 1,045,676 Working Capital Loan Option — — — Public Warrants 3,921,500 — — Private Placement Warrants — — 2,235,656 $ 3,921,500 $ — $ 3,281,332 December 31, 2021 Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 379,588,190 $ — $ — Liabilities: Forward Purchase Agreement Liability $ — $ — $ 2,462,675 Working Capital Loan Option — — — Public Warrants 9,243,355 — — Private Placement Warrants — — 5,265,199 $ 9,243,355 $ — $ 7,727,874 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | At At March 31, December 31, 2022 2021 Share price $ 9.89 $ 9.84 Strike price $ 11.50 $ 11.50 Term (in years) 5.71 5.97 Volatility 4.8 % 13.6 % Risk-free rate 2.41 % 1.35 % Dividend yield 0.0 % 0.0 % |
Schedule of change in the fair value of the warrant liabilities | Fair Value at December 31, 2021 $ 7,727,874 Change in fair value (4,446,542) Fair Value at March 31, 2022 $ 3,281,332 Fair Value at December 31, 2020 $ — Initial fair value of the warrants and FPA 28,233,716 Public Warrants reclassified to level 1 (1) (7,590,000) Change in fair value (16,068,517) Fair Value at March 31, 2021 $ 4,575,199 (1) Assumes the Public Warrants were reclassified on March 31, 2021. |
Working capital loans | |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | The following table provides quantitative information regarding Level 3 fair value measurements as of March 31, 2022 and December 31, 2021 (the initial measurement date of the Working Capital Loan Option): At At March 31, December 31, 2022 2021 Stock price $ 9.89 $ 9.84 Volatility 4.8 % 13.6 % Weighted term 0.72 years 0.99 years Conversion price $ 1.50 $ 1.50 Risk-free rate 2.41 % 1.35 % |
Organization, Business Operat_2
Organization, Business Operations and Going Concern (Details) | Dec. 16, 2021USD ($)$ / sharesshares | Jan. 26, 2021USD ($)$ / sharesshares | Jan. 21, 2021USD ($) | Oct. 14, 2020 | Aug. 31, 2021USD ($) | Mar. 31, 2022USD ($)D$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Aug. 06, 2021$ / shares |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Purchase price, per unit | $ / shares | $ 11.50 | |||||||
Proceeds from issuance initial public offering | $ 379,500,000 | |||||||
Price of warrant | $ / shares | $ 1.50 | |||||||
Deferred underwriting fee payable | $ 13,282,500 | $ 13,282,500 | ||||||
Condition for future business combination number of businesses minimum | 1 | |||||||
Threshold business days for redemption of public shares | D | 10 | |||||||
Condition for future business combination use of proceeds percentage | 80 | |||||||
Condition for future business combination threshold Percentage Ownership | 50 | |||||||
Operating bank accounts | $ 718,904 | |||||||
Working capital | 637,003 | |||||||
Promissory note August 6,2021 with related party | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Price of warrant | $ / shares | $ 1.50 | |||||||
Proceeds from issuance of promissory note | $ 1,199,994 | |||||||
Private Placement Warrants | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of Private Placement Warrants (in shares) | shares | 7,126,667 | |||||||
Price of warrant | $ / shares | $ 1.50 | |||||||
Class A Ordinary Shares | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | 0.0001 | $ 0.0001 | ||||||
Class B Ordinary Shares | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Business Combination Agreement | Subscription Agreements | PIPE Investors | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Aggregate shares issued to purchase assets | shares | 11,698,750 | |||||||
Aggregate purchase price | $ 107,500,000 | |||||||
Business Combination Agreement | Class A Ordinary Shares | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | |||||||
Business Combination Agreement | New Holdco Common Stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | 0.0001 | |||||||
Business Combination Agreement | Class B Ordinary Shares | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | |||||||
Initial Public Offering | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of units, through public offering (in shares) | shares | 33,000,000 | 33,000,000 | ||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | ||||||
Proceeds from issuance initial public offering | $ 330,000,000 | |||||||
Sale of Private Placement Warrants (in shares) | shares | 6,466,667 | |||||||
Transaction costs | $ 21,283,859 | |||||||
Underwriting discount | 7,590,000 | |||||||
Deferred underwriting fee payable | $ 13,282,500 | 13,282,500 | ||||||
Other offering costs | $ 411,359 | |||||||
Issuance of warrants | $ 933,632 | |||||||
Condition for future business combination use of proceeds percentage | 100 | |||||||
Maximum Net Interest To Pay Dissolution Expenses | $ 100,000 | |||||||
Capital contribution | 25,000 | |||||||
Loan under an unsecured promissory note | 175,069 | |||||||
Loan from sponsor | $ 1,200,000 | |||||||
Transaction costs excluding offering costs for warrants | $ 20,350,227 | |||||||
Private Placement | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Proceeds from private placement | $ 10,690,000 | |||||||
Private Placement | Private Placement Warrants | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of Private Placement Warrants (in shares) | shares | 660,000 | |||||||
Price of warrant | $ / shares | $ 1.50 | $ 1.50 | ||||||
Proceeds from private placement | $ 990,000 | |||||||
Over-allotment option | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of units, through public offering (in shares) | shares | 4,950,000 | 4,950,000 | ||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||
Over-allotment option | Private Placement Warrants | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of Private Placement Warrants (in shares) | shares | 4,950,000 | |||||||
Price of warrant | $ / shares | $ 10 | |||||||
Proceeds from private placement | $ 49,500,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | Aug. 06, 2021 | Jan. 26, 2021 | Jan. 21, 2021 | Jan. 20, 2021 | Jan. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Marketable securities held in Trust Account | $ 379,619,948 | $ 379,588,190 | |||||
U.S. Money Market held in Trust Account | 379,619,948 | 379,588,190 | |||||
Federal deposit insurance | $ 250,000 | ||||||
Anti-dilutive securities attributable to warrants (in shares) | 19,776,667 | 19,776,667 | |||||
Deferred underwriting discount | $ 13,282,500 | 13,282,500 | |||||
Unrecognized tax benefits | 0 | 0 | |||||
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | |||||
Price of warrants | $ 1.50 | ||||||
Outstanding warrants | 800,000 | ||||||
Purchase price, per unit | $ 11.50 | ||||||
Working capital loan | 0 | $ 0 | |||||
Founder Shares | |||||||
Number of shares issued | 200,000 | 200,000 | |||||
Fair value of shares issued | $ 1,438,929 | ||||||
Share issue price per share | $ 7.20 | ||||||
Founder Shares | Vesting immediately | |||||||
Vesting percentage | 75.00% | 75.00% | |||||
Founder Shares | Vesting upon the consummating an initial Business Combination | |||||||
Vesting percentage | 25.00% | 25.00% | |||||
Sponsor | |||||||
Maximum Borrowing Capacity of Related Party Promissory Note | $ 1,500,000 | ||||||
Repayment of promissory note - related party | $ 1,199,994 | ||||||
Initial Public Offering | |||||||
Underwriting discount | 7,590,000 | ||||||
Deferred underwriting discount | $ 13,282,500 | 13,282,500 | |||||
Other offering cost | 411,359 | ||||||
Sale Of Stock Offering Costs For Warrants | $ 933,632 | ||||||
Deferred Offering Costs | $ 21,283,859 | ||||||
Expenses of Issuance of warrants | $ 20,350,227 | ||||||
Purchase price, per unit | $ 10 | $ 10 |
Significant Accounting Polici_5
Significant Accounting Policies - Balance Sheet are Reconciled (Details) - USD ($) | Jan. 26, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Gross proceeds from IPO | $ 379,500,000 | ||
Plus: | |||
Remeasurement adjustment of carrying value to redemption value | $ 31,758 | ||
Ordinary shares subject to possible redemption | 379,619,948 | $ 379,588,190 | |
Common stock subject to redemption | |||
Gross proceeds from IPO | 379,500,000 | 379,500,000 | |
Less: | |||
Proceeds allocated to Public Warrants, net of offering costs | (14,336,324) | (14,336,324) | |
Ordinary share issuance costs | (21,283,859) | (21,283,859) | |
Plus: | |||
Remeasurement adjustment of carrying value to redemption value | 35,740,131 | 35,708,373 | |
Ordinary shares subject to possible redemption | $ 379,619,948 | $ 379,588,190 |
Significant Accounting Polici_6
Significant Accounting Policies - Reconciliation of Net Income per Ordinary Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Class A Ordinary Shares | ||
Numerator: | ||
Allocation of net income | $ 7,298,973 | $ 9,475,289 |
Denominator | ||
Weighted average shares outstanding, basic ordinary shares subject to possible redemption | 37,950,000 | 27,408,335 |
Weighted average shares outstanding, diluted ordinary shares subject to possible redemption | 37,950,000 | 27,408,335 |
Net income per share, basic ordinary shares | $ 0.19 | $ 0.35 |
Net income per share, diluted ordinary shares | $ 0.19 | $ 0.35 |
Class B Ordinary Shares | ||
Numerator: | ||
Allocation of net income | $ 1,824,743 | $ 3,329,155 |
Denominator | ||
Weighted average shares outstanding, basic ordinary shares subject to possible redemption | 9,487,500 | 9,487,500 |
Weighted average shares outstanding, diluted ordinary shares subject to possible redemption | 9,487,500 | 9,487,500 |
Net income per share, basic ordinary shares | $ 0.19 | $ 0.35 |
Net income per share, diluted ordinary shares | $ 0.19 | $ 0.35 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Jan. 26, 2021 | Mar. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price, per unit | $ 11.50 | |
Public Warrants exercisable term after the completion of a business combination | 30 days | |
Public Warrants exercisable term from the closing of the public offering | 12 months | |
Public Warrants expiration term | 5 years | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 33,000,000 | 33,000,000 |
Purchase price, per unit | $ 10 | $ 10 |
Number of shares in a unit | 1 | |
Number of warrants in a unit | 0.33 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 4,950,000 | 4,950,000 |
Purchase price, per unit | $ 10 |
Initial Public Offering - Publi
Initial Public Offering - Public Warrants (Details) | 3 Months Ended | ||
Mar. 31, 2022D$ / sharesshares | Dec. 31, 2021shares | Aug. 06, 2021shares | |
Class of Warrant or Right [Line Items] | |||
Outstanding warrants | shares | 800,000 | ||
Class B Ordinary Shares | |||
Class of Warrant or Right [Line Items] | |||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 20.00% | ||
Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Outstanding warrants | shares | 7,126,667 | 7,126,667 | |
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrants | $ 11.50 | ||
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination | $ 9.20 | ||
Percentage of gross proceeds on total equity proceeds | 60.00% | ||
Threshold trading days for calculating Market Value | D | 20 | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | ||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 100.00% | ||
Adjustment two of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% | ||
Maximum period after business combination in which to file registration statement | 15 days | ||
Period of time within which registration statement is expected to become effective | 60 days | ||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 0.361 | ||
Number of trading days on which fair market value of shares is reported | D | 10 | ||
Outstanding warrants | shares | 12,650,000 | 12,650,000 | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||
Class of Warrant or Right [Line Items] | |||
Warrant redemption condition minimum share price | $ 18 | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | ||
Redemption period | 30 days | ||
Threshold trading days for redemption of public warrants | D | 20 | ||
Threshold consecutive trading days for redemption of public warrants | D | 30 | ||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |||
Class of Warrant or Right [Line Items] | |||
Warrant redemption condition minimum share price | $ 10 | ||
Redemption price per public warrant (in dollars per share) | $ 0.10 | ||
Redemption period | 30 days |
Private Placement (Details)
Private Placement (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Aug. 06, 2021 | Jan. 26, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||
Price of warrants | $ 1.50 | ||
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 7,126,667 | ||
Price of warrants | $ 1.50 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate purchase price | $ 10,690,000 | ||
Percentage of public shares required to be redeemed if business combination is not completed within specified period | 100.00% | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 660,000 | ||
Price of warrants | $ 1.50 | $ 1.50 | |
Aggregate purchase price | $ 990,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - Class B Ordinary Shares - USD ($) | Jan. 26, 2021 | Jan. 21, 2021 | Nov. 04, 2020 | Mar. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||
Founder Shares | Over-allotment option | |||||
Related Party Transaction [Line Items] | |||||
Shares were no longer subject to forfeiture | 1,237,500 | ||||
Founder Shares | Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Consideration received | $ 25,000 | ||||
Share price | $ 0.003 | ||||
Consideration received, shares | 8,625,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Share dividend | 0.1 | ||||
Aggregate number of shares owned | 9,487,500 | ||||
Shares subject to forfeiture | 1,237,500 | ||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Jan. 26, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Aug. 06, 2021 |
Related Party Transaction [Line Items] | |||||
Purchase price, per unit | $ 11.50 | ||||
Price of warrant | $ 1.50 | ||||
Working capital loans | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from the Trust Account | $ 0 | ||||
Private Placement | Working capital loans | |||||
Related Party Transaction [Line Items] | |||||
Loan conversion agreement warrant | $ 1,500,000 | ||||
Price of warrant | $ 1.50 | ||||
Forward Purchase Contract | Private Placement | |||||
Related Party Transaction [Line Items] | |||||
Units Agreed To Be Purchased Authorized Shares | 10,000,000 | ||||
Purchase price, per unit | $ 10 | ||||
Units Agreed To Be Purchased Authorized Amount | $ 100,000,000 | ||||
Promissory Note with Related Party | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowing capacity of related party promissory note | 300,000 | ||||
Repayment of promissory note - related party | 1,000,000 | ||||
Outstanding balance of related party note | $ 175,069 | ||||
Additional funds borrowed under promissory note | 0 | ||||
Administrative Service Fee | |||||
Related Party Transaction [Line Items] | |||||
Expenses per month | $ 10,000 | ||||
Expenses incurred and paid | 30,000 | $ 21,613 | |||
Promissory note August 6,2021 with related party | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowing capacity of related party promissory note | $ 1,500,000 | ||||
Outstanding balance of related party note | $ 1,199,994 | $ 1,199,994 | |||
Price of warrant | $ 1.50 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
U.S. Money Market held in Trust Account | $ 379,619,948 | $ 379,588,190 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Forward Purchase Agreement liability | 1,045,676 | 2,462,675 |
Working Capital Loan Option | 0 | 0 |
Warrant liability | 6,157,156 | 14,508,554 |
Level 1 | Recurring | ||
Assets: | ||
U.S. Money Market held in Trust Account | 379,619,948 | 379,588,190 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Liabilities fair value total | 3,921,500 | 9,243,355 |
Level 1 | Recurring | Public Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liability | 3,921,500 | 9,243,355 |
Level 3 | Recurring | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Forward Purchase Agreement liability | 1,045,676 | 2,462,675 |
Liabilities fair value total | 3,281,332 | 7,727,874 |
Level 3 | Recurring | Private Placement Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liability | $ 2,235,656 | $ 5,265,199 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) | Mar. 31, 2022USD ($) | Dec. 31, 2021 | Mar. 31, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value assets level 1 to level 2 transfers | $ 0 | $ 0 | |
Fair value assets level 2 to level 1 transfers | $ 0 | $ 0 | |
Share price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 9.89 | 9.84 | |
Share price | Working capital loans | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 9.89 | 9.84 | |
Strike price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 11.50 | 11.50 | |
Term (in years) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 5.71 | 5.97 | |
Volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 4.8 | 13.6 | |
Volatility | Working capital loans | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 4.8 | 13.6 | |
Risk-free rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 2.41 | 1.35 | |
Risk-free rate | Working capital loans | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 2.41 | 1.35 | |
Dividend yield | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 0 | 0 | |
Weighted Term [Member] | Working capital loans | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 0.72 | 0.99 | |
Conversion Price [Member] | Working capital loans | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 1.50 | 1.50 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3 - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning balance | $ 7,727,874 | $ 0 |
Initial fair value of the warrants and FPA | 28,233,716 | |
Public Warrants reclassified to level 1 | (7,590,000) | |
Change in fair value | (4,446,542) | (16,068,517) |
Ending balance | $ 3,281,332 | $ 4,575,199 |
Recurring Fair Value Measurem_6
Recurring Fair Value Measurements - Additional Information (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Valuation of liability | $ 6,157,156 | $ 14,508,554 |
Working Capital Loan Value | 0 | 0 |
Warrant liability | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Valuation of liability | 6,157,156 | 14,508,554 |
Forward purchase agreement | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Valuation of liability | $ 1,045,676 | $ 2,462,675 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Jan. 26, 2021USD ($)$ / sharesshares | Jan. 31, 2021USD ($)shares | Mar. 31, 2022USD ($)itemshares | Dec. 31, 2021USD ($) |
Other Commitments [Line Items] | ||||
Maximum number of demands for registration of securities | item | 3 | |||
Deferred underwriting discount | $ 13,282,500 | $ 13,282,500 | ||
Anchor Investors | ||||
Other Commitments [Line Items] | ||||
Aggregate amount of shares sold by sponsor | $ 5,000,000 | |||
Aggregate number of shares owned | shares | 9,487,500 | |||
Initial Public Offering | ||||
Other Commitments [Line Items] | ||||
Deferred fee per unit | $ / shares | $ 10 | |||
Number of units granted to underwriters | shares | 4,500,000 | |||
Number of units sold | shares | 33,000,000 | 33,000,000 | ||
Aggregate deferred underwriting fee payable | $ 7,590,000 | |||
Deferred underwriting discount (as a percent) | 3.50% | |||
Deferred underwriting discount | $ 13,282,500 | $ 13,282,500 | ||
Initial Public Offering | Anchor Investors | ||||
Other Commitments [Line Items] | ||||
Amount committed to purchase of ordinary shares | $ 150,000,000 | |||
Over-allotment option | ||||
Other Commitments [Line Items] | ||||
Number of units sold | shares | 4,950,000 | 4,950,000 | ||
Aggregate deferred underwriting fee payable | $ 49,500,000 | |||
Underwriting cash discount per unit | $ / shares | $ 0.20 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Common shares, shares issued (in shares) | 9,487,500 | 9,487,500 |
Class A Ordinary Shares | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 0 | 0 |
Common shares, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock Subject to Redemption | ||
Class of Stock [Line Items] | ||
Class A common stock subject to possible redemption, issued (in shares) | 37,950,000 | 0 |
Shareholders' Equity - Preferre
Shareholders' Equity - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Shareholders' Equity | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock Shares (Details) | 3 Months Ended | |
Mar. 31, 2022Vote$ / sharesshares | Dec. 31, 2021$ / sharesshares | |
Class of Stock [Line Items] | ||
Common shares, shares issued (in shares) | 9,487,500 | 9,487,500 |
Class B Ordinary Shares | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 9,487,500 | 9,487,500 |
Common shares, shares outstanding (in shares) | 9,487,500 | 9,487,500 |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 20.00% |