Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Entity Listings [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Transition Report | false | ||
Entity Registrant Name | Deep Lake Capital Acquisition Corp. | ||
Entity Central Index Key | 0001831928 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity File Number | 001-39879 | ||
Entity Tax Identification Number | 85-3928298 | ||
Entity Address, Address Line One | 930 Tahoe Blvd., Suite 802 | ||
Entity Address, Address Line Two | PMB 381 | ||
Entity Address, City or Town | Incline Village | ||
Entity Address, State or Province | NV | ||
Entity Address, Postal Zip Code | 89451 | ||
City Area Code | 415 | ||
Local Phone Number | 307-2340 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 199,892,000 | ||
Auditor Firm ID | 100 | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | New York, New York | ||
Units [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | ||
Trading Symbol | DLCAU | ||
Security Exchange Name | NASDAQ | ||
Class A Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Class A ordinary share, par value $0.0001 per share | ||
Trading Symbol | DLCA | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 20,700,000 | ||
Redeemable Warrants [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | ||
Trading Symbol | DLCAW | ||
Security Exchange Name | NASDAQ | ||
Class B Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,175,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 1,822,098 | $ 0 |
Prepaid expenses | 357,569 | 0 |
Total current assets | 2,179,667 | 0 |
Deferred offering costs | 0 | 380,631 |
Cash held in Trust Account | 207,000,000 | 0 |
Total Assets | 209,179,667 | 380,631 |
Current liabilities: | ||
Accounts payable | 46,878 | 40,590 |
Accrued expenses | 291,421 | 381,800 |
Due to related parties | 2,051,799 | 0 |
Note payable - related party | 0 | 50,900 |
Total current liabilities | 2,390,098 | 473,290 |
Derivative warrant liabilities | 10,058,900 | 0 |
Deferred underwriting commissions | 7,245,000 | 0 |
Total liabilities | 19,693,998 | 473,290 |
Commitments and Contingencies | ||
Class A ordinary shares, $0.0001 par value; 20,700,000 and -0- shares subject to possible redemption at redemption value of $10.00 per share as of December 31, 2021 and 2020, respectively | 207,000,000 | 0 |
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2021 and 2020 | 0 | 0 |
Additional paid-in capital | 0 | 24,482 |
Accumulated deficit | (17,514,849) | (117,659) |
Total shareholders' deficit | (17,514,331) | (92,659) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 209,179,667 | 380,631 |
Class A Ordinary Shares [Member] | ||
Current liabilities: | ||
Class A ordinary shares, $0.0001 par value; 20,700,000 and -0- shares subject to possible redemption at redemption value of $10.00 per share as of December 31, 2021 and 2020, respectively | 207,000,000 | |
Shareholders' Deficit | ||
Ordinary shares | 0 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' Deficit | ||
Ordinary shares | $ 518 | $ 518 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Shareholders' Deficit | ||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preference shares, shares issued (in shares) | 0 | 0 |
Preference shares, shares outstanding (in shares) | 0 | 0 |
Class A Ordinary Shares [Member] | ||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit: | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Class A ordinary shares, subject to possible redemption (in shares) | 20,700,000 | 0 |
Ordinary shares, redemption price (in dollars per share) | $ 10 | $ 10 |
Shareholders' Deficit | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding (in shares) | 0 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' Deficit | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued (in shares) | 5,175,000 | 5,175,000 |
Common stock, shares outstanding (in shares) | 5,175,000 | 5,175,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Loss from Operations | ||
General and administrative expenses | $ 117,659 | $ 1,139,733 |
General and administrative expenses - related party | 0 | 180,000 |
Loss from operations | (117,659) | (1,319,733) |
Other income (expenses): | ||
Change in fair value of derivative warrant liabilities | 0 | 5,913,600 |
Offering costs - derivative warrant liabilities | 0 | (599,920) |
Net income (loss) | $ (117,659) | $ 3,993,947 |
Class A Redeemable Ordinary Shares [Member] | ||
Other income (expenses): | ||
Basic weighted average ordinary shares outstanding (in shares) | 0 | 19,906,027 |
Basic net income (loss) per ordinary shares (in dollars per share) | $ 0 | $ 0.16 |
Diluted weighted average ordinary shares outstanding (in shares) | 0 | 19,906,027 |
Diluted net income (loss) per ordinary shares (in dollars per share) | $ 0 | $ 0.16 |
Class B Non-redeemable Ordinary Shares [Member] | ||
Other income (expenses): | ||
Basic weighted average ordinary shares outstanding (in shares) | 3,750,000 | 5,149,110 |
Basic net income (loss) per ordinary shares (in dollars per share) | $ (0.03) | $ 0.16 |
Diluted weighted average ordinary shares outstanding (in shares) | 3,750,000 | 5,175,000 |
Diluted net income (loss) per ordinary shares (in dollars per share) | $ (0.03) | $ 0.16 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Ordinary Shares [Member]Class A Ordinary Shares [Member] | Ordinary Shares [Member]Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Nov. 06, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance (in shares) at Nov. 06, 2020 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B ordinary shares to Sponsor | $ 0 | $ 518 | 24,482 | 0 | 25,000 |
Issuance of Class B ordinary shares to Sponsor (in shares) | 0 | 5,175,000 | |||
Net income (loss) | $ 0 | $ 0 | 0 | (117,659) | (117,659) |
Ending balance at Dec. 31, 2020 | $ 0 | $ 518 | 24,482 | (117,659) | (92,659) |
Ending balance (in shares) at Dec. 31, 2020 | 0 | 5,175,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Accretion of Class A ordinary shares subject to possible redemption amount | $ 0 | $ 0 | (24,482) | (21,391,137) | (21,415,619) |
Net income (loss) | 0 | 0 | 0 | 3,993,947 | 3,993,947 |
Ending balance at Dec. 31, 2021 | $ 0 | $ 518 | $ 0 | $ (17,514,849) | $ (17,514,331) |
Ending balance (in shares) at Dec. 31, 2021 | 0 | 5,175,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (117,659) | $ 3,993,947 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
General and administrative expenses paid by Sponsor under promissory note | 0 | 10,788 |
Change in fair value of derivative warrant liabilities | 0 | (5,913,600) |
Offering costs - derivative warrant liabilities | 0 | 599,920 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 25,000 | (357,569) |
Accounts payable | 11,535 | (22,657) |
Accrued expenses | 81,124 | 63,207 |
Net cash used in operating activities | 0 | (1,625,964) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | 0 | (207,000,000) |
Net cash used in investing activities | 0 | (207,000,000) |
Cash Flows from Financing Activities: | ||
Repayment of note payable to related party | 0 | (94,427) |
Proceeds received from initial public offering, gross | 0 | 207,000,000 |
Proceeds received from private placement | 0 | 6,140,000 |
Due to related party | 0 | 2,051,799 |
Offering costs paid | 0 | (4,649,310) |
Net cash provided by financing activities | 0 | 210,448,062 |
Net change in cash | 0 | 1,822,098 |
Cash - beginning of the period | 0 | 0 |
Cash - end of the period | 0 | 1,822,098 |
Supplemental disclosure of noncash investing and financing activities: | ||
Offering costs included in accrued expenses | 0 | 147,090 |
Offering costs included in accounts payable | 0 | 58,000 |
Offering costs paid by Sponsor under promissory note | 0 | 32,739 |
Deferred underwriting commissions | 0 | 7,245,000 |
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | 0 |
Deferred offering costs included in accounts payable | 29,055 | 0 |
Deferred offering costs included in accrued expenses | 300,676 | 0 |
Deferred offering costs included in note payable | $ 50,900 | $ 0 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Description of Organization and Business Operations [Abstract] | |
Description of Organization and Business Operations | Note 1 - Description of Organization and Business Operations Deep Lake Capital Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on November 6, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from November 6, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and subsequent to the Initial Public Offering, the search for a business combination target. 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 from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Deep Lake Capital Sponsor LP, a Cayman Islands exempted limited partnership (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 12, 2021. On January 15, 2021, the Company consummated its Initial Public Offering of 20,700,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 2,700,000 additional Units to cover the underwriters’ over-allotment (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $207.0 million, and incurring offering costs of approximately $12.2 million, of which approximately $7.2 million was for deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,140,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $6.1 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $207.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to the payment of taxes, unless and until the Company completes its initial Business Combination, no proceeds held in the Trust Account will be available for the Company’s use. The proceeds held in the Trust Account may not be invested or bear interest until January 1, 2022, after which the proceeds will be held in an interest-bearing trust account. After January 2022, the proceeds held in the Trust Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”) which invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combination(s) having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding any deferred underwriters’ fees and taxes payable on the interest income earned on the Trust Account at the time of the Company’s signing of a definitive agreement in connection with the initial Business Combination) 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. The Company will provide holders of the Public Shares (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 and the approval of an ordinary resolution. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem its Public Shares irrespective of whether it votes for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 15, 2023, (the “Combination Period”) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten The Sponsor, officers and directors agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amount will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of December 31, 2021, the Company had approximately $1.8 million in its operating bank account and working capital deficit of approximately $210,000. The Company’s liquidity needs through December 31, 2021 and prior were satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, a loan of approximately $94,000 from the Sponsor under the Note (see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid approximately $43,000 under the Note on January 15, 2021 and repaid the remaining Note balance of approximately $51,000 on January 21, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loan. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity needs, the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 15, 2023. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. |
Restatement of Previously Repor
Restatement of Previously Reported Financial Statements | 12 Months Ended |
Dec. 31, 2021 | |
Restatement of Previously Reported Financial Statements [Abstract] | |
Restatement of Previously Reported Financial Statements | Note 2 — Restatement of Previously Reported Financial Statements In preparation of the Company’s financial statements for the year ended December 31, 2021, the Company concluded it should restate its previously issued Post-IPO Balance Sheet (as defined below) to classify all Class A ordinary shares subject to redemption in temporary equity and to classify its outstanding warrants as liabilities Additionally, the Company reevaluated the accounting treatment of (i) the 10,350,000 redeemable warrants (the “Public Warrants”) that were included in the units issued by the Company in its Initial Public Offering and (ii) the 6,140,000 Private Placement Warrants that were issued to the Company’s sponsor in a private placement that closed concurrently with the closing of the Initial Public Offering (together with the Public Warrants, the “Warrants”). The Company previously classified the Warrants in shareholders’ equity. In further consideration of the guidance in FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”), the Company concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the Initial Public Offering) and at each subsequent reporting date, with changes in fair value recognized in income and losses. In accordance with FASB ASC Topic 340, “Other Assets and Deferred Costs,” as a result of the classification of the Warrants as derivative liabilities, the Company expensed a portion of the offering costs originally recorded as a reduction in equity. The portion of offering costs that was expensed was determined based on the relative fair value of the Public Warrants and Class A ordinary shares included in the Units. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statement that contained the error, reported in the Company’s Form 8-K for the audited balance sheet as of January 15, 2021 (“Post-IPO Balance Sheet”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Post-IPO Balance Sheet should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering, and to classify all outstanding Warrants as liabilities The previously presented Post-IPO Balance Sheet should no longer be relied upon. The impact of the restatement to the Post-IPO Balance Sheet is the reclassification of 1,115,461 Class A ordinary shares from permanent equity to Class A ordinary shares subject to possible redemption and reclassification of approximately $16.0 million of Warrants as liabilities as presented below: As of January 15, 2021 As Previously Reported Adjustments As Restated Total assets $ 208,899,773 $ - $ 208,899,773 Total current liabilities $ 809,380 $ - $ 809,380 Deferred underwriting commissions 7,245,000 7,245,000 Derivative warrant liabilities - 15,972,500 15,972,500 Total liabilities 8,054,380 15,972,500 24,026,880 Class A ordinary shares subject to redemption 195,845,390 11,154,610 207,000,000 Preference shares - - - Class A ordinary shares 112 (112 ) - Class B ordinary shares 518 - 518 Additional paid-in capital 5,135,942 (5,135,942 ) - Accumulated deficit (136,569 ) (21,991,056 ) (22,127,625 ) Total shareholders’ equity (deficit) 5,000,003 (27,127,110 ) (22,127,107 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 208,899,773 $ - $ 208,899,773 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 3 - Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limits of $250,000. As of December 31, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021 and December 31, 2020. Cash Held in Trust Account At December 31, 2021, the Company had $207.0 million in cash held in the Trust Account. There were no balance in the Trust Account as of December 31, 2020. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheets, other than derivative warrant liabilities. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants has been measured at fair value using a Monte Carlo simulation. At issuance, the initial fair value of the Private Placement Warrants has been measured using a modified Black-Scholes option pricing model. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants. The fair value of the Private Placement Warrants as of December 31, 2021 is the same as the Public Warrants, which are based on observable listed prices. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A ordinary shares stock were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of Initial Public Offering, 207,000,000 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. There were no Class A ordinary shares issued or outstanding as of December 31, 2020. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes FASB Topic ASC 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021 and December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net income (loss) per ordinary share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 16,490,000 Class A ordinary shares, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per ordinary share is the same (except for the number of shares) as basic net income (loss) per ordinary share for the year ended December 31, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share of ordinary shares: For the Year Ended December 31, 2021 Class A Class B Basic net income per ordinary share: Numerator: Allocation of net income $ 3,173,146 $ 820,801 Denominator: Basic weighted average ordinary shares outstanding 19,906,027 5,149,110 Basic net income per ordinary share $ 0.16 $ 0.16 For the Year Ended December 31, 2021 Class A Class B Diluted net income per ordinary share: Numerator: Allocation of net income $ 3,169,871 $ 824,076 Denominator: Diluted weighted average ordinary shares outstanding 19,906,027 5,175,000 Diluted net income per ordinary share $ 0.16 $ 0.16 For The Period From November 6, 2020 (Inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ - $ (117,659 ) Denominator: Basic and diluted weighted average ordinary shares outstanding - 3,750,000 Basic and diluted net loss per ordinary share $ - $ (0.03 ) Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted would have a material effect on the Company’s unaudited financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 4 - Initial Public Offering On January 15, 2021, the Company consummated its Initial Public Offering of 20,700,000 Units, including the issuance of 2,700,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $207.0 million, and incurring offering costs of approximately $12.2 million, of which approximately $7.2 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-half |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Founder Shares On November 17, 2020, the Sponsor paid $25,000, or approximately $0.006 per share, to cover certain expenses on behalf of the Company in consideration for issuance of 4,312,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). On January 12, 2020, the Company effected a share capitalization of 862,500 Class B ordinary shares, resulting in an aggregate of 5,175,000 Class B ordinary shares outstanding. Up to 675,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On January 15, 2021, the underwriter fully exercised its over-allotment option; thus, these 675,000 Founder Shares were no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,140,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $6.1 million. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Sponsor Loan On November 17, 2020, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $94,000 under the Note. The Company repaid approximately $43,000 under the Note on January 15, 2021 and repaid the remaining Note balance of approximately $51,000 on January 21, 2021. Subsequent to the repayment, the facility was no longer available to the Company. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.00 per warrant. As of December 31, 2021 and December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company agreed to pay the Sponsor a total of $15,000 per month for office space, utilities, secretarial and administrative support services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $180,000 and $0 in general and administrative expenses related to the agreement, which is recognized in the accompanying statements of operations for the year ended December 31, 2021 and the period from November 6, 2020 (inception) through December 31, 2020, respectively. As of December 31, 2021, the Company has $45,000 in outstanding balance under this agreement In addition, the Sponsor, executive officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. As of December 31, 2021 there was approximately $2.1 million due to related parites. There were no outstanding balance as of December 31, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 6 - Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to make up to three demands, excluding short form demands, that the Company registered such securities. In addition, these holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $4.1 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $7.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues 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. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 12 Months Ended |
Dec. 31, 2021 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | Note 7 — Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021, there were 20,700,000 shares of Class A ordinary shares outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the balance sheet. The Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds $ 207,000,000 Less: Fair value of Public Warrants at issuance (9,832,500 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (11,583,119 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 21,415,619 Class A ordinary shares subject to possible redemption $ 207,000,000 |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Shareholders' Deficit [Abstract] | |
Shareholders' Deficit | Note 8 - Shareholders’ Deficit Preference Shares - The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. At December 31, 2021 and December 31, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares - The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021, there were 20,700,000 Class A ordinary shares issued and outstanding. All Class A ordinary shares were subject to possible redemption and are classified as temporary equity (see Note 7). As of December 31, 2020, there were no Class A ordinary shares outstanding. 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. As of December 31, 2021 and December 31, 2020, there were 5,175,000 Class B ordinary shares issued and outstanding (see Note 5). Prior to the initial Business Combination, only holders of Class B ordinary shares will have the right to vote on the appointment of directors. In addition, in a vote to continue the company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two-thirds The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants [Abstract] | |
Warrants | Note 9 - Warrants As of December 31, 2021, the Company had 10,350,000 Public Warrants and the 6,140,000 Private Placement Warrants outstanding. There were no warrants outstanding as of December 31, 2020. The Public Warrants will become exercisable at $11.50 per share on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and, following the effective date of the registration statement, the Company will use commercially reasonable efforts to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market value and the Newly issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the 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 initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. 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 an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume-weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 10 - Fair Value Measurements The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Derivative warrant liabilities - Public warrants $ 6,313,500 $ - $ - Derivative warrant liabilities - Private placement warrants - 3,745,400 - $ 6,313,500 $ 3,745,400 $ - As of December 31, 2020, there were no assets or liabilities that were measured at fair value on a recurring basis. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021, upon trading of the Public Warrants in an active market. The estimated fair value of the Private Placement Warrants were transferred from a Level 3 measurement to a Level 2 fair value measurement in March 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. There were no other transfers between levels of the fair value hierarchy during the year ended December 31, 2021. The initial fair value of the Public Warrants has been measured at fair value using a Monte Carlo simulation. The fair value of the Private Placement Warrants has been measured using a modified Black-Scholes option pricing model. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation and Black-Scholes option pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Class A ordinary shares warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s Class A ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. Any changes in these assumptions can change the valuation significantly. The primary significant unobservable input used in the initial fair value measurement of the Company’s warrants is the expected volatility of the common stock. Significant increases (decreases) in the expected volatility in isolation would have resulted in a significantly higher (lower) fair value measurement. The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the year ended December 31, 2021 is summarized as follows: Derivative warrant liabilities at December 31, 2020 $ - Issuance of Public and Private Placement Warrants 15,972,500 Transfer of Public Warrants to Level 1 measurement (9,832,500 ) Transfer of Private Placement Warrants to Level 2 measurement (4,789,200 ) Change in fair value of derivative warrant liabilities (1,350,800 ) Derivative warrant liabilities at December 31, 2021 $ - |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 - Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 29, 2022, the Company entered into a promissory note with the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate of $1,500,000 from the Sponsor for the Company’s working capital needs. The Promissory Note bears no interest and is repayable in full upon the earlier to occur of (i) the consummation of the Company’s Business Combination and (ii) the winding up of the Company. The note also provides that all or any portion of the Promissory Note may be converted into a number of warrants, at a price of $1.00 per warrant, at the option of the Sponsor and at any time prior to payment in full of the outstanding principal amount of the Promissory Note. Such warrants would be identical to the private placement warrants issued to the Sponsor at the Company’s Initial Public Offering (see Note 5 - Working Capital Loans). |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limits of $250,000. As of December 31, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021 and December 31, 2020. |
Cash Held in Trust Account | Cash Held in Trust Account At December 31, 2021, the Company had $207.0 million in cash held in the Trust Account. There were no balance in the Trust Account as of December 31, 2020. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheets, other than derivative warrant liabilities. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants has been measured at fair value using a Monte Carlo simulation. At issuance, the initial fair value of the Private Placement Warrants has been measured using a modified Black-Scholes option pricing model. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants. The fair value of the Private Placement Warrants as of December 31, 2021 is the same as the Public Warrants, which are based on observable listed prices. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A ordinary shares stock were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of Initial Public Offering, 207,000,000 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. There were no Class A ordinary shares issued or outstanding as of December 31, 2020. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Income Taxes | Income Taxes FASB Topic ASC 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021 and December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net income (loss) per ordinary share | Net income (loss) per ordinary share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 16,490,000 Class A ordinary shares, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per ordinary share is the same (except for the number of shares) as basic net income (loss) per ordinary share for the year ended December 31, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share of ordinary shares: For the Year Ended December 31, 2021 Class A Class B Basic net income per ordinary share: Numerator: Allocation of net income $ 3,173,146 $ 820,801 Denominator: Basic weighted average ordinary shares outstanding 19,906,027 5,149,110 Basic net income per ordinary share $ 0.16 $ 0.16 For the Year Ended December 31, 2021 Class A Class B Diluted net income per ordinary share: Numerator: Allocation of net income $ 3,169,871 $ 824,076 Denominator: Diluted weighted average ordinary shares outstanding 19,906,027 5,175,000 Diluted net income per ordinary share $ 0.16 $ 0.16 For The Period From November 6, 2020 (Inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ - $ (117,659 ) Denominator: Basic and diluted weighted average ordinary shares outstanding - 3,750,000 Basic and diluted net loss per ordinary share $ - $ (0.03 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted would have a material effect on the Company’s unaudited financial statements. |
Restatement of Previously Rep_2
Restatement of Previously Reported Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restatement of Previously Reported Financial Statements [Abstract] | |
Revision on Financial Statements | The impact of the restatement to the Post-IPO Balance Sheet is the reclassification of 1,115,461 Class A ordinary shares from permanent equity to Class A ordinary shares subject to possible redemption and reclassification of approximately $16.0 million of Warrants as liabilities as presented below: As of January 15, 2021 As Previously Reported Adjustments As Restated Total assets $ 208,899,773 $ - $ 208,899,773 Total current liabilities $ 809,380 $ - $ 809,380 Deferred underwriting commissions 7,245,000 7,245,000 Derivative warrant liabilities - 15,972,500 15,972,500 Total liabilities 8,054,380 15,972,500 24,026,880 Class A ordinary shares subject to redemption 195,845,390 11,154,610 207,000,000 Preference shares - - - Class A ordinary shares 112 (112 ) - Class B ordinary shares 518 - 518 Additional paid-in capital 5,135,942 (5,135,942 ) - Accumulated deficit (136,569 ) (21,991,056 ) (22,127,625 ) Total shareholders’ equity (deficit) 5,000,003 (27,127,110 ) (22,127,107 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 208,899,773 $ - $ 208,899,773 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basic and Diluted Net Income (Loss) per Common Share | The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share of ordinary shares: For the Year Ended December 31, 2021 Class A Class B Basic net income per ordinary share: Numerator: Allocation of net income $ 3,173,146 $ 820,801 Denominator: Basic weighted average ordinary shares outstanding 19,906,027 5,149,110 Basic net income per ordinary share $ 0.16 $ 0.16 For the Year Ended December 31, 2021 Class A Class B Diluted net income per ordinary share: Numerator: Allocation of net income $ 3,169,871 $ 824,076 Denominator: Diluted weighted average ordinary shares outstanding 19,906,027 5,175,000 Diluted net income per ordinary share $ 0.16 $ 0.16 For The Period From November 6, 2020 (Inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ - $ (117,659 ) Denominator: Basic and diluted weighted average ordinary shares outstanding - 3,750,000 Basic and diluted net loss per ordinary share $ - $ (0.03 ) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | The Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds $ 207,000,000 Less: Fair value of Public Warrants at issuance (9,832,500 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (11,583,119 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 21,415,619 Class A ordinary shares subject to possible redemption $ 207,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Derivative warrant liabilities - Public warrants $ 6,313,500 $ - $ - Derivative warrant liabilities - Private placement warrants - 3,745,400 - $ 6,313,500 $ 3,745,400 $ - |
Change in Fair Value of Level 3 Derivative Warrant Liabilities | The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the year ended December 31, 2021 is summarized as follows: Derivative warrant liabilities at December 31, 2020 $ - Issuance of Public and Private Placement Warrants 15,972,500 Transfer of Public Warrants to Level 1 measurement (9,832,500 ) Transfer of Private Placement Warrants to Level 2 measurement (4,789,200 ) Change in fair value of derivative warrant liabilities (1,350,800 ) Derivative warrant liabilities at December 31, 2021 $ - |
Description of Organization a_2
Description of Organization and Business Operations (Details) | Jan. 15, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($)Business$ / shares |
Description of Organization and Business Operations [Abstract] | |||
Gross proceeds from initial public offering | $ 207,000,000 | $ 0 | $ 207,000,000 |
Offering costs | 12,200,000 | ||
Deferred underwriting commissions | 7,245,000 | 0 | 7,245,000 |
Gross proceeds from private placement | 0 | 6,140,000 | |
Cash deposited in Trust Account | $ 0 | $ 207,000,000 | |
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10 | ||
Net tangible asset threshold for redeeming public shares | $ 5,000,001 | ||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100.00% | ||
Period to complete Business Combination from closing of Initial Public Offering | 24 months | ||
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | ||
Minimum [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Number of operating businesses included in initial Business Combination | Business | 1 | ||
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80.00% | ||
Post-transaction ownership percentage of the target business | 50.00% | ||
Maximum [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Net tangible asset threshold for redeeming public shares | $ 5,000,001 | ||
Interest from Trust Account that can be held to pay dissolution expenses | $ 100,000 | ||
Class A Ordinary Shares [Member] | Minimum [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Percentage of Public Shares that can be redeemed without prior consent | 15.00% | ||
Initial Public Offering [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Units issued (in shares) | shares | 20,700,000 | ||
Share price (in dollars per share) | $ / shares | $ 10 | ||
Gross proceeds from initial public offering | $ 207,000,000 | ||
Offering costs | 12,200,000 | ||
Deferred underwriting commissions | $ 7,200,000 | ||
Over-Allotment Option [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Units issued (in shares) | shares | 2,700,000 | ||
Share price (in dollars per share) | $ / shares | $ 10 | ||
Private Placement [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Gross proceeds from private placement | $ 6,100,000 | ||
Private Placement [Member] | Private Placement Warrants [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Share price (in dollars per share) | $ / shares | $ 1 | ||
Warrants issued (in shares) | shares | 6,140,000 |
Description of Organization a_3
Description of Organization and Business Operations, Liquidity and Going Concern (Details) - USD ($) | Jan. 21, 2021 | Jan. 15, 2021 | Nov. 17, 2020 | Dec. 31, 2020 | Dec. 31, 2021 |
Liquidity and Going Concern [Abstract] | |||||
Cash at bank | $ 0 | $ 1,822,098 | |||
Working capital deficit | 210,000 | ||||
Loan proceeds | 0 | 2,051,799 | |||
Repayment to related party | 0 | 94,427 | |||
Outstanding loan | $ 50,900 | 0 | |||
Sponsor [Member] | |||||
Liquidity and Going Concern [Abstract] | |||||
Contribution from sale of founder shares | $ 25,000 | ||||
Sponsor [Member] | Promissory Note [Member] | |||||
Liquidity and Going Concern [Abstract] | |||||
Loan proceeds | $ 94,000 | ||||
Repayment to related party | $ 51,000 | $ 43,000 | |||
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | |||||
Liquidity and Going Concern [Abstract] | |||||
Outstanding loan | $ 0 |
Restatement of Previously Rep_3
Restatement of Previously Reported Financial Statements (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Jan. 15, 2021 | Dec. 31, 2020 | Nov. 06, 2020 | |
Revision to Previously Reported Financial Statements [Abstract] | ||||
Net tangible asset threshold for redeeming public shares | $ 5,000,001 | |||
Balance Sheet [Abstract] | ||||
Total assets | 209,179,667 | $ 208,899,773 | $ 380,631 | |
Total current liabilities | 2,390,098 | 809,380 | 473,290 | |
Deferred underwriting commissions | 7,245,000 | 7,245,000 | 0 | |
Derivative warrant liabilities | 10,058,900 | 15,972,500 | 0 | |
Total liabilities | 19,693,998 | 24,026,880 | 473,290 | |
Class A ordinary shares subject to possible redemption | 207,000,000 | 207,000,000 | 0 | |
Preference shares | 0 | 0 | 0 | |
Additional paid-in capital | 0 | 0 | 24,482 | |
Accumulated deficit | (17,514,849) | (22,127,625) | (117,659) | |
Total shareholders' equity (deficit) | (17,514,331) | (22,127,107) | (92,659) | $ 0 |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | 209,179,667 | 208,899,773 | 380,631 | |
Class A Ordinary Shares [Member] | ||||
Balance Sheet [Abstract] | ||||
Class A ordinary shares subject to possible redemption | 207,000,000 | |||
Ordinary shares | 0 | 0 | 0 | |
Class B Ordinary Shares [Member] | ||||
Balance Sheet [Abstract] | ||||
Ordinary shares | 518 | 518 | $ 518 | |
Maximum [Member] | ||||
Revision to Previously Reported Financial Statements [Abstract] | ||||
Net tangible asset threshold for redeeming public shares | $ 5,000,001 | |||
As Previously Reported [Member] | ||||
Balance Sheet [Abstract] | ||||
Total assets | 208,899,773 | |||
Total current liabilities | 809,380 | |||
Deferred underwriting commissions | 7,245,000 | |||
Derivative warrant liabilities | 0 | |||
Total liabilities | 8,054,380 | |||
Class A ordinary shares subject to possible redemption | 195,845,390 | |||
Preference shares | 0 | |||
Additional paid-in capital | 5,135,942 | |||
Accumulated deficit | (136,569) | |||
Total shareholders' equity (deficit) | 5,000,003 | |||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | 208,899,773 | |||
As Previously Reported [Member] | Class A Ordinary Shares [Member] | ||||
Balance Sheet [Abstract] | ||||
Ordinary shares | 112 | |||
As Previously Reported [Member] | Class B Ordinary Shares [Member] | ||||
Balance Sheet [Abstract] | ||||
Ordinary shares | 518 | |||
Adjustment [Member] | ||||
Balance Sheet [Abstract] | ||||
Total assets | 0 | |||
Total current liabilities | 0 | |||
Derivative warrant liabilities | 15,972,500 | |||
Total liabilities | 15,972,500 | |||
Class A ordinary shares subject to possible redemption | 11,154,610 | |||
Preference shares | 0 | |||
Additional paid-in capital | (5,135,942) | |||
Accumulated deficit | (21,991,056) | |||
Total shareholders' equity (deficit) | (27,127,110) | |||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | 0 | |||
Adjustment [Member] | Public Warrants [Member] | ||||
Revision to Previously Reported Financial Statements [Abstract] | ||||
Warrants issued (in shares) | 10,350,000 | |||
Adjustment [Member] | Private Placement Warrants [Member] | ||||
Revision to Previously Reported Financial Statements [Abstract] | ||||
Warrants issued (in shares) | 6,140,000 | |||
Adjustment [Member] | Class A Ordinary Shares [Member] | ||||
Revision to Previously Reported Financial Statements [Abstract] | ||||
Reclassification of Class A ordinary shares to shares subject to possible redemption (in shares) | 1,115,461 | |||
Reclassification of Class A ordinary shares to warrants | $ 16,000,000 | |||
Balance Sheet [Abstract] | ||||
Ordinary shares | (112) | |||
Adjustment [Member] | Class B Ordinary Shares [Member] | ||||
Balance Sheet [Abstract] | ||||
Ordinary shares | $ 0 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies, Cash Held in Trust Account (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Cash Held in Trust Account [Abstract] | ||
Cash held in Trust Account | $ 207 | $ 0 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies, Class A Ordinary Shares Subject to Possible Redemption (Details) - Class A Ordinary Shares [Member] - shares | Dec. 31, 2021 | Jan. 15, 2021 | Dec. 31, 2020 |
Common stock subject to Possible Redemption [Abstract] | |||
Ordinary shares, subject to possible redemption (in shares) | 20,700,000 | 207,000,000 | 0 |
Shares issued (in shares) | 0 | 0 | |
Shares outstanding (in shares) | 0 | 0 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies, Income Taxes (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies, Net Income (Loss) Per Ordinary Shares (Details) - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Class A [Member] | ||
Numerator [Abstract] | ||
Allocation of net income | $ 0 | $ 3,173,146 |
Denominator [Abstract] | ||
Basic weighted average ordinary shares outstanding (in shares) | 0 | 19,906,027 |
Basic net income per ordinary share (in dollars per share) | $ 0 | $ 0.16 |
Numerator [Abstract] | ||
Allocation of net income | $ 0 | $ 3,169,871 |
Denominator [Abstract] | ||
Diluted weighted average ordinary shares outstanding (in shares) | 0 | 19,906,027 |
Diluted net income per ordinary share (in dollars per share) | $ 0 | $ 0.16 |
Class B [Member] | ||
Numerator [Abstract] | ||
Allocation of net income | $ (117,659) | $ 820,801 |
Denominator [Abstract] | ||
Basic weighted average ordinary shares outstanding (in shares) | 3,750,000 | 5,149,110 |
Basic net income per ordinary share (in dollars per share) | $ (0.03) | $ 0.16 |
Numerator [Abstract] | ||
Allocation of net income | $ (117,659) | $ 824,076 |
Denominator [Abstract] | ||
Diluted weighted average ordinary shares outstanding (in shares) | 3,750,000 | 5,175,000 |
Diluted net income per ordinary share (in dollars per share) | $ (0.03) | $ 0.16 |
Private Placement Warrants [Member] | Class A [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Warrants to purchase common shares (in shares) | 16,490,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Jan. 15, 2021 | Dec. 31, 2020 | Dec. 31, 2021 |
Initial Public Offering [Abstract] | |||
Gross proceeds from initial public offering | $ 207,000,000 | $ 0 | $ 207,000,000 |
Offering costs | 12,200,000 | ||
Deferred underwriting commissions | $ 7,245,000 | $ 0 | $ 7,245,000 |
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Class A Ordinary Shares [Member] | |||
Initial Public Offering [Abstract] | |||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Initial Public Offering [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 20,700,000 | ||
Share price (in dollars per share) | $ 10 | ||
Gross proceeds from initial public offering | $ 207,000,000 | ||
Offering costs | 12,200,000 | ||
Deferred underwriting commissions | $ 7,200,000 | ||
Initial Public Offering [Member] | Public Warrants [Member] | |||
Initial Public Offering [Abstract] | |||
Number of securities included in Unit (in shares) | 0.50 | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | |||
Initial Public Offering [Abstract] | |||
Number of securities included in Unit (in shares) | 1 | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | ||
Number of shares issued upon exercise of warrant (in shares) | 1 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 2,700,000 | ||
Share price (in dollars per share) | $ 10 |
Related Party Transactions, Fou
Related Party Transactions, Founder Shares (Details) - USD ($) | Nov. 17, 2020 | Jan. 12, 2020 | Dec. 31, 2021 | Jan. 15, 2021 | Dec. 31, 2020 |
Class A Ordinary Shares [Member] | |||||
Founder Shares [Abstract] | |||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock, shares outstanding (in shares) | 0 | 0 | |||
Threshold trading days | 20 days | ||||
Threshold consecutive trading days | 30 days | ||||
Class A Ordinary Shares [Member] | Minimum [Member] | |||||
Founder Shares [Abstract] | |||||
Share price (in dollars per share) | $ 12 | ||||
Period after initial Business Combination | 150 days | ||||
Class B Ordinary Shares [Member] | |||||
Founder Shares [Abstract] | |||||
Share price (in dollars per share) | $ 0.006 | ||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding (in shares) | 5,175,000 | 5,175,000 | 5,175,000 | ||
Sponsor [Member] | |||||
Founder Shares [Abstract] | |||||
Proceeds from issuance of common stock | $ 25,000 | ||||
Sponsor [Member] | Class B Ordinary Shares [Member] | |||||
Founder Shares [Abstract] | |||||
Proceeds from issuance of common stock | $ 25,000 | ||||
Issuance of ordinary shares to Sponsor (in shares) | 4,312,500 | ||||
Share capitalization (in shares) | 862,500 | ||||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20.00% | ||||
Common stock no longer subject to forfeiture (in shares) | 675,000 | ||||
Holding period for transfer, assignment or sale of Founder Shares | 1 year | ||||
Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member] | |||||
Founder Shares [Abstract] | |||||
Shares subject to forfeiture (in shares) | 675,000 |
Related Party Transactions, Pri
Related Party Transactions, Private Placement Warrants (Details) - USD ($) | Jan. 15, 2021 | Dec. 31, 2020 | Dec. 31, 2021 |
Private Placement [Abstract] | |||
Gross proceeds from private placement | $ 0 | $ 6,140,000 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Private Placement [Member] | |||
Private Placement [Abstract] | |||
Gross proceeds from private placement | $ 6,100,000 | ||
Private Placement [Member] | Private Placement Warrants [Member] | |||
Private Placement [Abstract] | |||
Warrants issued (in shares) | 6,140,000 | ||
Share price (in dollars per share) | $ 1 | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Holding period for transfer, assignment or sale of warrants | 30 days | ||
Private Placement [Member] | Class A Ordinary Shares [Member] | |||
Private Placement [Abstract] | |||
Number of shares issued upon exercise of warrant (in shares) | 1 |
Related Party Transactions, Spo
Related Party Transactions, Sponsor Loans (Details) - USD ($) | Jan. 21, 2021 | Jan. 15, 2021 | Nov. 17, 2020 | Dec. 31, 2020 | Dec. 31, 2021 |
Related Party Loans [Abstract] | |||||
Loan proceeds | $ 0 | $ 2,051,799 | |||
Repayment to related party | $ 0 | $ 94,427 | |||
Sponsor [Member] | Promissory Note [Member] | |||||
Related Party Loans [Abstract] | |||||
Loan proceeds | $ 94,000 | ||||
Repayment to related party | $ 51,000 | $ 43,000 | |||
Sponsor [Member] | Promissory Note [Member] | Maximum [Member] | |||||
Related Party Loans [Abstract] | |||||
Related party transaction amount | $ 300,000 |
Related Party Transactions, Wor
Related Party Transactions, Working Capital Loans (Details) - Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] - Working Capital Loans [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction, Due from (to) Related Party [Abstract] | ||
Loans that can be converted into Warrants at lenders' discretion | $ 1,500,000 | |
Conversion price (in dollars per share) | $ 1 | |
Borrowings outstanding | $ 0 | $ 0 |
Related Party Transactions, Adm
Related Party Transactions, Administrative Support Agreement (Details) - USD ($) | 2 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |||
General and administrative expenses | $ 0 | $ 180,000 | |
Sponsor [Member] | Administrative Support Agreement [Member] | |||
Related Party Transactions [Abstract] | |||
Monthly expenses | 15,000 | ||
General and administrative expenses | 180,000 | $ 0 | |
Balance outstanding | 45,000 | ||
Related party outstanding | $ 0 | $ 2,100,000 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Jan. 15, 2021USD ($)$ / shares | Dec. 31, 2021USD ($)Demand | Dec. 31, 2020USD ($) |
Underwriting Agreement [Abstract] | |||
Underwriting discount (in dollars per share) | $ / shares | $ 0.20 | ||
Underwriting discount | $ | $ 4,100,000 | ||
Deferred underwriting commissions per Unit (in dollars per share) | $ / shares | $ 0.35 | ||
Deferred underwriting commissions | $ | $ 7,245,000 | $ 7,245,000 | $ 0 |
Maximum [Member] | |||
Registration Rights [Abstract] | |||
Number of demands eligible security holder can make | Demand | 3 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | Jan. 15, 2021 | Dec. 31, 2020 | Dec. 31, 2021 |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |||
Gross proceeds | $ 207,000,000 | $ 0 | $ 207,000,000 |
Class A ordinary shares subject to possible redemption | $ 207,000,000 | $ 0 | 207,000,000 |
Public Warrants [Member] | |||
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |||
Fair value of Public Warrants at issuance | $ (9,832,500) | ||
Class A Ordinary Shares [Member] | |||
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |||
Ordinary shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | |
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Voting rights per share | one | ||
Ordinary shares, subject to possible redemption (in shares) | 207,000,000 | 0 | 20,700,000 |
Offering costs allocated to Class A ordinary shares subject to possible redemption | $ (11,583,119) | ||
Accretion of Class A ordinary shares subject to possible redemption amount | 21,415,619 | ||
Class A ordinary shares subject to possible redemption | $ 207,000,000 |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) | 12 Months Ended | ||||
Dec. 31, 2021Vote$ / sharesshares | Jan. 15, 2021shares | Dec. 31, 2020$ / sharesshares | Nov. 17, 2020$ / shares | Jan. 12, 2020shares | |
Shareholders' Deficit [Abstract] | |||||
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 | |||
Preferred shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Preference shares, shares issued (in shares) | 0 | 0 | |||
Preference shares, shares outstanding (in shares) | 0 | 0 | |||
Percentage required for approval for votes from ordinary shares | 0.667% | ||||
Number of votes per share | Vote | 1 | ||||
As-converted percentage for Class A common stock after conversion of Class B shares | 20.00% | ||||
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination | 1 | ||||
Class A Ordinary Shares [Member] | |||||
Shareholders' Deficit [Abstract] | |||||
Ordinary shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | |||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Ordinary shares, subject to possible redemption issued (in shares) | 20,700,000 | ||||
Ordinary shares, subject to possible redemption outstanding (in shares) | 20,700,000 | 207,000,000 | 0 | ||
Ordinary shares, shares issued (in shares) | 0 | 0 | |||
Ordinary shares, shares outstanding (in shares) | 0 | 0 | |||
Class B Ordinary Shares [Member] | |||||
Shareholders' Deficit [Abstract] | |||||
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | |||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares issued (in shares) | 5,175,000 | 5,175,000 | |||
Ordinary shares, shares outstanding (in shares) | 5,175,000 | 5,175,000 | 5,175,000 | ||
Number of votes per share | Vote | 10 |
Warrants (Details)
Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants [Abstract] | ||
Warrants outstanding (in shares) | 0 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Period to exercise warrants after Business Combination | 30 days | |
Period to exercise warrants after closing of Initial Public Offering | 12 months | |
Period to file registration statement after initial Business Combination | 20 days | |
Period for registration statement to become effective | 60 days | |
Threshold trigger price for redemption of warrants (in dollars per share) | $ 10 | |
Class A Ordinary Shares [Member] | ||
Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price | 20 days | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Class A Ordinary Shares [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 12 | |
Public Warrants [Member] | ||
Warrants [Abstract] | ||
Warrants outstanding (in shares) | 10,350,000 | |
Expiration period of warrants | 5 years | |
Private Placement Warrants [Member] | ||
Warrants [Abstract] | ||
Warrants outstanding (in shares) | 6,140,000 | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | ||
Warrants [Abstract] | ||
Percentage multiplier | 180.00% | |
Warrant redemption price (in dollars per share) | $ 0.01 | |
Notice period to redeem warrants | 30 days | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Redemption period | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 18 | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | ||
Warrants [Abstract] | ||
Warrant redemption price (in dollars per share) | $ 0.10 | |
Notice period to redeem warrants | 30 days | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Maximum [Member] | ||
Warrants [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 0.361 | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | ||
Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price following notice of redemption | 10 days | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 10 | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | ||
Warrants [Abstract] | ||
Percentage multiplier | 115.00% | |
Warrant redemption price (in dollars per share) | $ 18 | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Aggregate gross proceeds from issuance as a percentage of total equity proceeds | 60.00% | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | ||
Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price | 20 days | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | Maximum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 9.20 |
Fair Value Measurements, Assets
Fair Value Measurements, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Transfers to/from Fair Value Hierarchy Levels [Abstract] | ||
Transfers from Level 1 to Level 2 | $ 0 | |
Transfers from Level 2 to Level 1 | 0 | |
Transfers into Level 3 | 0 | |
Recurring [Member] | ||
Liabilities [Abstract] | ||
Assets measured at fair value | $ 0 | |
Liabilities measured at fair value | $ 0 | |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | 6,313,500 | |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | 6,313,500 | |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | 0 | |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | 3,745,400 | |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | 0 | |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | 3,745,400 | |
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | 0 | |
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | 0 | |
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | $ 0 |
Fair Value Measurements, Change
Fair Value Measurements, Change in Fair Value of Level 3 Derivative Warrant Liabilities (Details) - Warrant Liabilities [Member] | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Unobservable Input Reconciliation [Roll Forward] | |
Derivative warrant liabilities, beginning balance | $ 0 |
Issuance of Public and Private Warrants | 15,972,500 |
Change in fair value of derivative warrant liabilities | (1,350,800) |
Derivative warrant liabilities, ending balance | 0 |
Level 1 [Member] | Public Warrants [Member] | |
Unobservable Input Reconciliation [Roll Forward] | |
Transfer of Public Warrants to measurement | (9,832,500) |
Level 2 [Member] | Private Placement Warrants [Member] | |
Unobservable Input Reconciliation [Roll Forward] | |
Transfer of Public Warrants to measurement | $ (4,789,200) |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - Sponsor [Member] - Promissory Note [Member] | Mar. 29, 2022USD ($)$ / shares |
Subsequent Event [Line Items] | |
Promisory note, maximum borrowing capacity | $ | $ 1,500,000 |
Conversion price (in dollars per share) | $ / shares | $ 1 |