Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 10, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | GLOBAL PARTNER ACQUISITION CORP II | |
Trading Symbol | GPAC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001831979 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39875 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 7 Rye Ridge Plaza | |
Entity Address, Address Line Two | Suite 350 | |
Entity Address, City or Town | Rye Brook | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10537 | |
City Area Code | (917) | |
Local Phone Number | 793-1965 | |
Title of 12(b) Security | Class A ordinary shares | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Class A Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 30,000,000 | |
Class B Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 7,500,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash | $ 389,000 | $ 842,000 |
Prepaid expenses | 130,000 | 183,000 |
Total current assets | 519,000 | 1,025,000 |
Investments held in Trust Account | 300,554,000 | 300,075,000 |
Total assets | 301,073,000 | 301,100,000 |
LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||
Accounts payable | 16,000 | 135,000 |
Accrued liabilities | 2,806,000 | 2,673,000 |
Total current liabilities | 2,822,000 | 2,808,000 |
Warrant liability | 2,802,000 | 12,920,000 |
Deferred underwriting commission | 10,500,000 | 10,500,000 |
Total liabilities | 16,124,000 | 26,228,000 |
Commitments and contingencies | ||
Class A ordinary shares subject to possible redemption; 30,000,000 shares, (at approximately $10.02 at June 30, 2022 and $10.00 per share at December 31, 2021) | 300,554,000 | 300,000,000 |
Shareholders’ equity (deficit): | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized, none issued or outstanding | ||
Class A ordinary shares, $0.0001 par value, 500,000,000 authorized shares, -0- issued and outstanding (excluding 30,000,000 shares subject to possible redemption) | ||
Class B ordinary shares, $0.0001 par value, 50,000,000 authorized shares, 7,500,000 shares issued and outstanding | 1,000 | 1,000 |
Additional paid-in-capital | ||
Accumulated deficit | (15,606,000) | (25,129,000) |
Total shareholders’ deficit | (15,605,000) | (25,128,000) |
Total liabilities and shareholders’ deficit | $ 301,073,000 | $ 301,100,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares authorized | 5,000,000 | 5,000,000 |
Preferred shares, issued | ||
Preferred shares, outstanding | ||
Class A Ordinary Shares | ||
Ordinary shares subject to possible redemption | 30,000,000 | 30,000,000 |
Ordinary shares subject to possible redemption, per share (in Dollars per share) | $ 10.02 | $ 10 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 500,000,000 | 500,000,000 |
Ordinary shares, issued | 0 | 0 |
Ordinary shares, outstanding | 0 | 0 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 50,000,000 | 50,000,000 |
Ordinary shares, issued | 7,500,000 | 7,500,000 |
Ordinary shares, outstanding | 7,500,000 | 7,500,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues | ||||
General and administrative expenses | 329,000 | 2,132,000 | 520,000 | 2,351,000 |
Loss from operations | (329,000) | (2,132,000) | (520,000) | (2,351,000) |
Other income (expense) - | ||||
Income from cash and investments held in the Trust Account | 454,000 | 15,000 | 479,000 | 60,000 |
Transaction costs allocated to warrant liability | (800,000) | |||
Change in fair value of warrant liability | 3,269,000 | 156 | 10,118,000 | 5,760,000 |
Net income (loss) | $ 3,394,000 | $ (1,961,000) | $ 10,077,000 | $ 2,669,000 |
Class A Ordinary Shares | ||||
Other income (expense) - | ||||
Weighted average shares outstanding - basic and diluted (in Shares) | 30,000,000 | 30,000,000 | 30,000,000 | 27,845,000 |
Net income per Class A ordinary share – basic and diluted (in Dollars per share) | $ 0.09 | $ (0.05) | $ 0.27 | $ 0.08 |
Class B Ordinary Shares | ||||
Other income (expense) - | ||||
Weighted average shares outstanding - basic and diluted (in Shares) | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 |
Net income per Class A ordinary share – basic and diluted (in Dollars per share) | $ 0.09 | $ (0.05) | $ 0.27 | $ 0.08 |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Class A Ordinary Shares | ||||
Basic and diluted weighted average shares outstanding | 30,000,000 | 30,000,000 | 30,000,000 | 27,845,000 |
Basic and diluted net income (loss) per share | $ 0.09 | $ (0.05) | $ 0.27 | $ 0.08 |
Class B Ordinary Shares | ||||
Basic and diluted weighted average shares outstanding | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 |
Basic and diluted net income (loss) per share | $ 0.09 | $ (0.05) | $ 0.27 | $ 0.08 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders’ Equity (Deficit) - USD ($) | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balances at Dec. 31, 2020 | $ 1,000 | $ 24,000 | $ (5,000) | $ 20,000 |
Balances (in Shares) at Dec. 31, 2020 | 7,500,000 | |||
Proceeds from sale of 5,566,667 Private Placement Warrants at $1.50 per warrant in excess of fair value of $1.41 per warrant | 501,000 | 501,000 | ||
Accretion of Class A ordinary shares subject to redemption | (525,000) | (29,829,000) | (30,354,000) | |
Net income (Loss) | 2,669,000 | 2,669,000 | ||
Balances at Jun. 30, 2021 | $ 1,000 | (27,165,000) | (27,164,000) | |
Balances (in Shares) at Jun. 30, 2021 | 7,500,000 | |||
Balances at Mar. 31, 2021 | $ 1,000 | (25,204,000) | (25,203,000) | |
Balances (in Shares) at Mar. 31, 2021 | 7,500,000 | |||
Net income (Loss) | (1,961,000) | (1,961,000) | ||
Balances at Jun. 30, 2021 | $ 1,000 | (27,165,000) | (27,164,000) | |
Balances (in Shares) at Jun. 30, 2021 | 7,500,000 | |||
Balances at Dec. 31, 2021 | $ 1,000 | (25,129,000) | (25,128,000) | |
Balances (in Shares) at Dec. 31, 2021 | 7,500,000 | |||
Accretion in value of Class A ordinary shares subject to redemption | (554,000) | (554,000) | ||
Net income (Loss) | 10,077,000 | 10,077,000 | ||
Balances at Jun. 30, 2022 | $ 1,000 | (15,606,000) | (15,605,000) | |
Balances (in Shares) at Jun. 30, 2022 | 7,500,000 | |||
Balances at Mar. 31, 2022 | $ 1,000 | (18,446,000) | (18,445,000) | |
Balances (in Shares) at Mar. 31, 2022 | 7,500,000 | |||
Accretion in value of Class A ordinary shares subject to redemption | (554,000) | (554,000) | ||
Net income (Loss) | 3,394,000 | 3,394,000 | ||
Balances at Jun. 30, 2022 | $ 1,000 | $ (15,606,000) | $ (15,605,000) | |
Balances (in Shares) at Jun. 30, 2022 | 7,500,000 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Shareholders’ Equity (Deficit) (Parentheticals) | 6 Months Ended |
Jun. 30, 2021 $ / shares shares | |
Statement of Stockholders' Equity [Abstract] | |
Proceeds from sale (in Shares) | shares | 5,566,667 |
Private Placement Warrants | $ 1.5 |
Fair value per warrant | $ 1.41 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Cash Flows [Abstract] | ||
Net income | $ 10,077,000 | $ 2,669,000 |
Income from cash and investments held in the Trust Account | (479,000) | (60,000) |
Transaction costs allocated to warrant liability | 800,000 | |
Change in fair value of warrant liability | (10,118,000) | (5,760,000) |
Decrease (increase) in prepaid expenses | 53,000 | (323,000) |
(Decrease) increase in accounts payable | (119,000) | 111,000 |
Increase in accrued liabilities | 133,000 | 1,938,000 |
Net cash used in operating activities | (453,000) | (625,000) |
Cash flows used in investing activities: Cash deposited in Trust Account | (300,000,000) | |
Cash flows from financing activities: | ||
Proceeds from sale of Public Offering Units | 300,000,000 | |
Proceeds from sale of Private Placement Warrants | 8,350,000 | |
Payment of underwriting discounts | (6,000,000) | |
Payment of offering costs | (285,000) | |
Payment of notes payable and advances – related party | (199,000) | |
Net cash provided by financing activities | 301,866,000 | |
Net (decrease) increase in cash | (453,000) | 1,241,000 |
Cash at beginning of period | 842,000 | 20,000 |
Cash at end of period | 389,000 | 1,261,000 |
Supplemental disclosure of non-cash financing activities: | ||
Accretion in value of Class A ordinary shares | 554,000 | |
Deferred underwriter commission | 10,500,000 | |
Accrued offering costs | $ 70,000 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2022 | |
Description of Organization and Business Operations [Abstract] | |
Description of Organization and Business Operations | Note 1 – Description of Organization and Business Operations Global Partner Acquisition Corp II (the “Company”) was incorporated under the laws of the Cayman Islands as an exempted company on November 3, 2020. The Company was formed for the purpose of effecting a merger, capital 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,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). At June 30, 2022, the Company had not commenced any operations. All activity for the period from November 3, 2020 (inception) to June 30, 2022 relates to the Company’s formation and the initial public offering (“Public Offering”) described below and, subsequent to the Public Offering, identifying and completing a suitable Business Combination. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash from the proceeds derived from the Public Offering. All dollar amounts are rounded to the nearest thousand dollars. Sponsor and Public Offering: The Company’s sponsor is Global Partner Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The Company intends to finance a Business Combination with proceeds from the $300,000,000 Public Offering (Note 3) and a $8,350,000 private placement (Note 4). Upon the closing of the Public Offering and the private placement, $300,000,000 was deposited in a trust account (the “Trust Account”) at closing on January 14, 2021. The Trust Account: The funds in the Trust Account can only be invested in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government treasury obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of its Initial Business Combination or (ii) the distribution of the Trust Account as described below. The remaining funds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisition targets, legal and accounting fees related to regulatory reporting obligations, payment for services of investment professionals and support services, continued listing fees and continuing general and administrative expenses. The Company’s amended and restated memorandum and articles of association provides that, other than the withdrawal of interest to pay tax obligations, if any, less up to $100,000 of interest to pay dissolution expenses, none of the funds held in trust will be released until the earliest of: (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum of association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the Initial Business Combination within 24 months, January 14, 2023, from the closing of the Public Offering, or (ii) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity, and (c) the redemption of the public shares if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Public Offering (January 14, 2023), subject to applicable law, or during any extended time that we have to consummate a Business Combination beyond 24 months as a result of a shareholder vote to amend our amended and restated articles of incorporation. The proceeds deposited in the Trust Account could become subject to the claims of creditors, if any, which could have priority over the claims of our public shareholders. Business Combination: The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” is one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding the deferred underwriting commission and taxes payable on interest earned on the trust account) at the time of signing a definitive agreement in connection with the Company’s Initial Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek shareholder approval of the Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on funds held in the trust account and not previously released to pay income taxes, or (ii) provide shareholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest earned on funds held in the trust account and not previously released to pay income taxes. The decision as to whether the Company will seek shareholder approval of the Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval unless a vote is required by the rules of the Nasdaq Capital Market. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding Class A and Class B ordinary shares voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with a Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on funds held in the trust account and not previously released to pay income taxes. As a result, such Class A ordinary shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially funded at $10.00 per public Class A ordinary share ($300,000,000 held in the Trust Account divided by 30,000,000 public shares). The Company will have 24 months from the closing date of the Public Offering (until January 14, 2023) to complete its Initial Business Combination or until the end of any extension period that may be proposed to and approved by the Company’s shareholders in the form of an amendment to the Company’s amended and restated memorandum and articles of association (the “Combination Period”). If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public Class A ordinary shares for a per share pro rata portion of the Trust Account, including interest earned on funds held in the trust account and not previously released to pay income taxes (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining shareholders, as part of its plan of dissolution and liquidation. The initial shareholders have entered into letter agreements with us, pursuant to which they have waived their rights to participate in any redemption with respect to their Founders Shares; however, if the initial shareholders or any of the Company’s officers, directors or affiliates acquire Class A ordinary shares in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the Combination Period. 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 less than the price per Unit (as defined below in Note 3) in the Public Offering. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation: The accompanying unaudited condensed interim financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year or any future periods. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 18, 2022. Liquidity and Going Concern: At June 30, 2022, the Company has approximately $389,000 in cash and approximately $2,283,000 in negative working capital. The Company has incurred and expects to continue to incur significant costs in pursuit of its Business Combination. Further, if the Company cannot complete a Business Combination within the Combination Period, it could be forced to wind up its operations and liquidate unless it receives an extension approval from its shareholders. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. The Company’s plan to deal with these uncertainties is to preserve cash by deferring payments with anticipated cooperation from its service providers and to complete a Business Combination prior to January 14, 2023. There is no assurance that the Company’s plans to consummate a Business Combination will be successful or successful within the Combination Period. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Emerging Growth Company: Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting 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. Net Income (Loss) per Ordinary Share: Net income (loss) per ordinary share is computed by dividing net income (loss) applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 15,566,667 Class A ordinary shares in the calculation of diluted income (loss) per ordinary share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income (loss) per ordinary share is the same as basic loss per ordinary share for the period. The Company complies with the 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 among the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding during the respective period. The following table reflects the earnings per share after allocating income between the shares based on outstanding shares. Three months ended Six months ended June 30, 2022 June 30, 2022 Class A Class B Class A Class B Numerator: Basic and diluted net income per ordinary share: Allocation of income – basic and diluted $ 2,715,000 $ 679,000 $ 8,062,000 $ 2,015,000 Denominator: Basic and diluted weighted average ordinary shares: 30,000,000 7,500,000 30,000,000 7,500,000 Basic and diluted net income per ordinary share $ 0.09 $ 0.09 $ 0.27 $ 0.27 Three months ended Six months ended June 30, 2021 June 30, 2021 Class A Class B Class A Class B Numerator: Basic and diluted net (loss) income per ordinary share: Allocation of (loss) income – basic and diluted $ (1,569,000 ) $ (392,000 ) $ 2,103,000 $ 566,000 Denominator: Basic and diluted weighted average ordinary shares: 30,000,000 7,500,000 27,845,000 7,500,000 Basic and diluted net (loss) income per ordinary share $ (0.05 ) $ (0.05 ) $ 0.08 $ 0.08 Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. 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 highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. The Company had no cash equivalents at June 30, 2022 or December 31, 2021. Fair Value Measurements The Company complies with FASB ASC 820, Fair Value Measurements and Disclosures, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. As of June 30, 2022 and December 31, 2021, the carrying value of cash, prepaid expenses, accounts payable and accrued expenses approximate their fair values primarily due to the short-term nature of the instruments. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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 balance sheet and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Offering Costs: The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A— “Expenses of Offering.” Costs incurred in connection with preparation for the Public Offering totaled approximately $17,054,000 including $16,500,000 of underwriters’ discount. Such costs were allocated among the temporary equity and warrant liability components, based on their relative fair-value. Components. Upon completion of the Public Offering approximately $16,254,000 has been charged to temporary equity for the temporary equity components and approximately $800,000 has been charged to other expense for the warrant liability. Class A Ordinary Shares Subject to Possible Redemption: As discussed in Note 3, all of the 30,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature that allows for the redemption under the Company’s liquidation or tender offer/shareholder approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company had not specified a maximum redemption threshold, its articles of association provide that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. However, because all of the Class A ordinary shares are redeemable, all of the shares are recorded as Class A ordinary shares subject to redemption on the enclosed condensed balance sheet. The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by adjustments to additional paid-in capital. Accordingly, at June 30, 2022, 30,000,000 of the 30,000,000 Public Shares were classified outside of permanent equity. Class A ordinary shares subject to redemption consist of: Gross proceeds of Public Offering $ 300,000,000 Less: Proceeds allocated to Public Warrants (14,100,000 ) Offering costs (16,254,000 ) Plus: Accretion of carrying value to redemption value at Public Offering 30,354,000 Accretion of carrying value to redemption value since Public Offering 554,000 Class A ordinary shares subject to redemption $ 300,554,000 Income Taxes: FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the balance sheet recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. There were no unrecognized tax benefits as of June 30, 2022 and December 31, 2021. The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2022 or December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Warrant Liability: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in “FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations. Costs associated with issuing the warrants accounted for as liabilities are charged to operations when the warrants are issued. Recent Accounting Pronouncements: In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging — Contracts in Entity’s Own Equity” (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis. The Company is currently evaluating the impact that the pronouncement will have on the condensed financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. Subsequent Events: The Company evaluated subsequent events and transactions that occurred after the date of the condensed balance sheet through the date that the condensed financial statements were available to be issued and has concluded that all such events that would require adjustment or disclosure in the condensed financial statement have been recognized or disclosed (see Note 9). |
Public Offering
Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
Public Offering [Abstract] | |
Public Offering | Note 3 – Public Offering On January 14, 2021, the Company consummated the Public Offering and sale of 30,000,000 units at a price of $10.00 per unit (the “Units”). Each Unit consists of one share of the Company’s Class A ordinary shares, $0.0001 par value, one-sixth of one detachable redeemable warrant (the “Detachable Redeemable Warrants”) and the contingent right to receive, in certain circumstances, in connection with the Business Combination, one-sixth of one distributable redeemable warrant for each public share that a public shareholder holds and does not redeem in connection with the Company’s Initial Business Combination (the “Distributable Redeemable Warrants”). Each whole Redeemable Warrant offered in the Public Offering is exercisable to purchase one of the Company’s Class A ordinary shares. Only whole Redeemable Warrants may be exercised. Under the terms of the warrant agreement, the Company has agreed to use its commercially reasonable efforts to file a new registration statement under the Securities Act, following the completion of the Company’s Initial Business Combination covering the Class A ordinary shares issuable upon the exercise of warrants. No fractional shares will be issued upon exercise of the Redeemable Warrants. If, upon exercise of the Redeemable Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the Redeemable Warrant holder. Each Redeemable Warrant will become exercisable on the later of 30 days after the completion of the Company’s Initial Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Company’s Initial Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete its Initial Business Combination on or prior to the end of the Combination Period., the Redeemable Warrants will expire at the end of such period. If the Company is unable to deliver registered Class A ordinary shares to the holder upon exercise of a Redeemable Warrant during the exercise period, there will be no net cash settlement of these Redeemable Warrants and the Redeemable Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. Once the Redeemable Warrants become exercisable, the Company may redeem the outstanding Redeemable 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, only in the event that the last sale price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Redeemable Warrant holders, and that certain other conditions are met. Once the Redeemable Warrants become exercisable, the Company may also redeem the outstanding Redeemable Warrants in whole and not in part at a price of $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the closing price of the Class A ordinary shares equals or exceeds $10.00 per share on the trading day prior to the date on which the Company sends the notice of redemption, and that certain other conditions are met. If the closing price of the Class A ordinary shares is less than $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders, the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. If issued, the Distributable Redeemable Warrants are identical to the Redeemable Warrants and together represent the Public Warrants. The Company had granted the underwriters a 45-day option to purchase up to 2,500,000 Units to cover any over-allotments, at the Public Offering price less the underwriting discounts and commissions and such option was exercised in full at the closing of the Public Offering and included in the 30,000,000 Units sold on January 14, 2021. The Company paid an underwriting discount of 2.0% of the per Unit price, $6,000,000, to the underwriters at the closing of the Public Offering and there is a deferred underwriting fee of 3.5% of the per Unit price, $10,500,000, which is payable upon the completion of the Company’s Initial Business Combination. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 – Related Party Transactions Founder Shares: During 2020, the Sponsor purchased 7,187,500 Class B ordinary shares (the “Founder Shares”) for $25,000 (which amount was paid directly for organizational costs and costs of the Public Offering by the Sponsor on behalf of the Company), or approximately $0.003 per share. In January 2021, the Company effected a share capitalization resulting in there being an aggregate of 7,500,000 Founder Shares issued. The Founder Shares are substantially identical to the Class A ordinary shares included in the Units sold in the Public Offering except that the Founder Shares automatically convert into Class A ordinary shares at the time of the Initial Business Combination, or at any time prior thereto at the option of the holder, and are subject to certain transfer restrictions, as described in more detail below, and the Founder Shares are subject to vesting as follows: 50% upon the completion of a Business Combination and then 12.5% on each of the attainment of Return to Shareholders (as defined in the agreement) exceeding 20%, 30%, 40% and 50%. Certain events, as defined in the agreement, could trigger an immediate vesting under certain circumstances. Founder Shares that do not vest within an eight-year period from the closing of the Business Combination will be cancelled. The Sponsor agreed to forfeit up to 625,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The underwriters’ exercised their over-allotment option in full and therefore such shares are no longer subject to forfeiture. In addition to the vesting provisions of the Founder Shares discussed in Note 8, the Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s Initial Business Combination, or (B), subsequent to the Company’s Initial Business Combination, if (x) the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s Initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the Initial Business Combination that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Warrants: The Sponsor purchased from the Company an aggregate of 5,566,667 warrants at a price of $1.50 per warrant (a purchase price of $8,350,000) in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering, net of expenses of the offering and working capital to be available to the Company, to be held in the Trust Account pending completion of the Company’s Initial Business Combination. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the Initial Business Combination and they will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in the Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Redeemable Warrants being sold as part of the Units in the Public Offering and have no net cash settlement provisions. If the Company does not complete a Business Combination, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution from the trust account to the public shareholders and the Private Placement Warrants issued to the Sponsor will expire worthless. Registration Rights: The Company’s initial shareholders and the holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration and shareholder rights agreement. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the registration and shareholder rights agreement. Related Party Loans: In November 2020, the Sponsor agreed to loan the Company up to an aggregate of $300,000 by drawdowns of not less than $1,000 each against the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. The Note was non-interest bearing and payable on the earlier of June 30, 2021 or the completion of the Public Offering. As of the closing date of the Public Offering, the Company had drawn down approximately $199,000 under the Note, including approximately $49,000 of costs paid directly by the Sponsor, for costs related to costs of the Public Offering. On January 14, 2021, upon closing of the Public Offering, all amounts outstanding under the Note were repaid and the Note is no longer available to the Company. Administrative Services Agreement: The Company has agreed to pay $25,000 a month to the Sponsor for office space and rent and for the services to be provided by one or more investment professionals, creation and maintenance of the Company’s website, and miscellaneous additional services. Services commenced on the date the securities are first listed on the Nasdaq Capital Market and will terminate upon the earlier of the consummation by the Company of an Initial Business Combination or the liquidation of the Company. Approximately $75,000 was paid and charged to general and administrative expenses during each of the three months ended June 30, 2022 and 2021. Approximately $150,000 and $138,000, respectively, was paid and charged to general and administrative expenses during each of the three months ended June 30, 2022 and 2021 for this agreement and there were no amounts payable or accrued at June 30, 2022 or December 31, 2021. |
Accounting for Warrant Liabilit
Accounting for Warrant Liability and Fair Value of Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Accounting for Warrant Liability and Fair Value of Warrants [Abstract] | |
Accounting for Warrant Liability and Fair Value of Warrants | Note 5 – Accounting for Warrant Liability and Fair Value of Warrants At June 30, 2022 and December 31, 2021, there were 15,566,667 warrants outstanding including 10,000,000 Public Warrants and 5,566,667 Private Placement Warrants. The Company’s warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. As such, the company’s warrants are accounted for as warrant liabilities which are required to be valued at fair value at each reporting period. The Company has recorded approximately $800,000 of costs to operations upon issuance of the warrants to reflect warrant issuance costs in the six months ended June 30, 2021. The following table presents information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description At June 30, Quoted Prices Significant Significant Warrant Liabilities: Public Warrants $ 1,800,000 $ 1,800,000 $ - $ - Private Placement Warrants 1,002,000 - 1,002,000 - Warrant liability at June 30, 2022 $ 2,802,000 $ 1,800,000 $ 1,002,000 $ - Description At December 31, Quoted Prices Significant Significant Warrant Liabilities: Public Warrants $ 8,300,000 $ 8,300,000 $ - $ - Private Placement Warrants 4,620,000 - 4,620,000 - Warrant liability at December 31, 2021 $ 12,920,000 $ 8,300,000 $ 4,620,000 $ - At June 30, 2022 and December 31, 2021, the Company values its (a) public warrants based on the closing price at June 30, 2022 and December 31, 2021 in an active market and (b) its private placement warrants based on the closing price of the public warrants since they are similar instruments. The following table presents the changes in the fair value of warrant liabilities during the six months ended June 30, 2022: Public Private Warrant Fair value measurement on December 31, 2021 $ 8,300,000 $ 4,620,000 $ 12,920,000 Change in fair value (6,500,000 ) (3,618,000 ) (10,118,000 ) Fair value as of June 30, 2022 $ 1,800,000 $ 1,002,000 $ 2,802,000 The following table presents the changes in the fair value of warrant liabilities during the six months ended June 30, 2021: Public Private Warrant Fair value measurement on December 31, 2020 $ - $ - $ - Fair value at inception of the warrants on January 14, 2021 14,100,000 7,849,000 21,949,000 Change in fair value (3,700,000 ) (2,060,000 ) (5,760,000 ) Fair value as of June 30, 2021 $ 10,400,000 $ 5,789,000 $ 16,189,000 The warrant liabilities are not subject to qualified hedge accounting. The Company’s policy is to record transfers at the end of the reporting period. The public warrants were transferred from Level 3 to Level 1, and the private placement warrants were transferred from Level 3 to Level 2, during the six months ended June 30 ,2021. |
Trust Account and Fair Value Me
Trust Account and Fair Value Measurement | 6 Months Ended |
Jun. 30, 2022 | |
Trust Account and Fair Value Measurement [Abstract] | |
Trust Account and Fair Value Measurement | Note 6 – Trust Account and Fair Value Measurement The Company complies with FASB ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. Upon the closing of the Public Offering and the Private Placement, a total of $300,000,000 was deposited into the Trust Account. The proceeds in the Trust Account may be invested in either U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations. In April 2021, the Company’s U.S. government treasury bills matured and the proceeds were deposited in a money market fund which meets certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and invests only in direct U.S. government treasury obligations. At June 30, 2022 and December 31, 2021, the Trust Account continues to be invested in that money market fund. The Company classifies its U.S. government treasury bills and equivalent securities as held-to-maturity in accordance with FASB ASC 320, “Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Money market funds are valued at market. The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments at June 30, 2022 and December 31, 2021 consisted of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government treasury obligations, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows: Quoted Price Carrying Prices in Description June 30, Markets Assets: Money Market Fund $ 300,554,000 $ 300,554,000 Total $ 300,554,000 $ 300,554,000 Quoted Price Carrying Prices in Description December 31, Markets Assets: Money Market Fund $ 300,075,000 $ 300,075,000 Total $ 300,075,000 $ 300,075,000 |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders’ Equity (Deficit) | Note 7 – Shareholders’ Equity (Deficit) Ordinary Shares: The authorized ordinary shares of the Company include 500,000,000 Class A ordinary shares, par value, $0.0001, and 50,000,000 Class B ordinary shares, par value, $0.0001, or 550,000,000 ordinary shares in total. The Company may (depending on the terms of the Business Combination) be required to increase the authorized number of shares at the same time as its shareholders vote on the Business Combination to the extent the Company seeks shareholder approval in connection with its Business Combination. Except with respect to matters pertaining to directors prior to the Business Combination, holders of the Company’s Class A and Class B ordinary shares vote together as a single class and are entitled to one vote for each Class A and Class B ordinary share. The Founder Shares are subject to vesting as follows: 50% upon the completion of a Business Combination and then an additional 12.5% on the attainment of each of a series of certain “shareholder return” targets exceeding 20%, 30%, 40% and 50%, as further defined in the agreement. Certain events, as defined in the agreement, could trigger an immediate vesting under certain circumstances. Founder Shares that do not vest within an eight-year period from the closing of the Business Combination will be cancelled. At June 30, 2022 and December 31, 2021 there were 7,500,000 Class B ordinary shares issued and outstanding, and -0- and -0- Class A ordinary shares issued and outstanding (after deducting 30,000,000 Class A ordinary shares subject to possible redemption at each condensed balance sheet date). Preference Shares: The Company is authorized to issue 5,000,000 Preference shares, par value $0.0001, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2022 and December 31, 2021, there were no Preference shares issued or outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 – Commitments and Contingencies Business Combination Costs In connection with identifying an Initial Business Combination candidate and negotiating an Initial Business Combination, the Company has entered into, and expects to enter into additional, engagement letters or agreements with various consultants, advisors, professionals and others. The services under these engagement letters and agreements are material in amount and in some instances include contingent or success fees. Contingent or success fees (but not deferred underwriting commission) would be charged to operations in the quarter that an Initial Business Combination is consummated. In most instances (except with respect to our independent registered public accounting firm), these engagement letters and agreements are expected to specifically provide that such counterparties waive their rights to seek repayment from the funds in the Trust Account. Risks and Uncertainties COVID-19 — Conflict in Ukraine — |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 – Subsequent Events On August 5, 2022, the Company filed Form 8-K reporting that the Company entered into a non-interest bearing, non-convertible note with the Sponsor to borrow up to $2,000,000 to fund working capital needs. On August 3, 2022 the company borrowed $200,000 under the promissory note dated August 1, 2022. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: The accompanying unaudited condensed interim financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year or any future periods. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 18, 2022. |
Liquidity and Going Concern | Liquidity and Going Concern: At June 30, 2022, the Company has approximately $389,000 in cash and approximately $2,283,000 in negative working capital. The Company has incurred and expects to continue to incur significant costs in pursuit of its Business Combination. Further, if the Company cannot complete a Business Combination within the Combination Period, it could be forced to wind up its operations and liquidate unless it receives an extension approval from its shareholders. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. The Company’s plan to deal with these uncertainties is to preserve cash by deferring payments with anticipated cooperation from its service providers and to complete a Business Combination prior to January 14, 2023. There is no assurance that the Company’s plans to consummate a Business Combination will be successful or successful within the Combination Period. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Emerging Growth Company | Emerging Growth Company: Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting 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. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share: Net income (loss) per ordinary share is computed by dividing net income (loss) applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 15,566,667 Class A ordinary shares in the calculation of diluted income (loss) per ordinary share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income (loss) per ordinary share is the same as basic loss per ordinary share for the period. The Company complies with the 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 among the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding during the respective period. The following table reflects the earnings per share after allocating income between the shares based on outstanding shares. Three months ended Six months ended June 30, 2022 June 30, 2022 Class A Class B Class A Class B Numerator: Basic and diluted net income per ordinary share: Allocation of income – basic and diluted $ 2,715,000 $ 679,000 $ 8,062,000 $ 2,015,000 Denominator: Basic and diluted weighted average ordinary shares: 30,000,000 7,500,000 30,000,000 7,500,000 Basic and diluted net income per ordinary share $ 0.09 $ 0.09 $ 0.27 $ 0.27 Three months ended Six months ended June 30, 2021 June 30, 2021 Class A Class B Class A Class B Numerator: Basic and diluted net (loss) income per ordinary share: Allocation of (loss) income – basic and diluted $ (1,569,000 ) $ (392,000 ) $ 2,103,000 $ 566,000 Denominator: Basic and diluted weighted average ordinary shares: 30,000,000 7,500,000 27,845,000 7,500,000 Basic and diluted net (loss) income per ordinary share $ (0.05 ) $ (0.05 ) $ 0.08 $ 0.08 |
Concentration of Credit Risk | Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. 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 highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. The Company had no cash equivalents at June 30, 2022 or December 31, 2021. |
Fair Value Measurements | Fair Value Measurements The Company complies with FASB ASC 820, Fair Value Measurements and Disclosures, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. As of June 30, 2022 and December 31, 2021, the carrying value of cash, prepaid expenses, accounts payable and accrued expenses approximate their fair values primarily due to the short-term nature of the instruments. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
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 balance sheet and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Offering Costs | Offering Costs: The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A— “Expenses of Offering.” Costs incurred in connection with preparation for the Public Offering totaled approximately $17,054,000 including $16,500,000 of underwriters’ discount. Such costs were allocated among the temporary equity and warrant liability components, based on their relative fair-value. Components. Upon completion of the Public Offering approximately $16,254,000 has been charged to temporary equity for the temporary equity components and approximately $800,000 has been charged to other expense for the warrant liability. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption: As discussed in Note 3, all of the 30,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature that allows for the redemption under the Company’s liquidation or tender offer/shareholder approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company had not specified a maximum redemption threshold, its articles of association provide that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. However, because all of the Class A ordinary shares are redeemable, all of the shares are recorded as Class A ordinary shares subject to redemption on the enclosed condensed balance sheet. The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by adjustments to additional paid-in capital. Accordingly, at June 30, 2022, 30,000,000 of the 30,000,000 Public Shares were classified outside of permanent equity. Class A ordinary shares subject to redemption consist of: Gross proceeds of Public Offering $ 300,000,000 Less: Proceeds allocated to Public Warrants (14,100,000 ) Offering costs (16,254,000 ) Plus: Accretion of carrying value to redemption value at Public Offering 30,354,000 Accretion of carrying value to redemption value since Public Offering 554,000 Class A ordinary shares subject to redemption $ 300,554,000 |
Income Taxes | Income Taxes: FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the balance sheet recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. There were no unrecognized tax benefits as of June 30, 2022 and December 31, 2021. The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2022 or December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Warrant Liability | Warrant Liability: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in “FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations. Costs associated with issuing the warrants accounted for as liabilities are charged to operations when the warrants are issued. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging — Contracts in Entity’s Own Equity” (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis. The Company is currently evaluating the impact that the pronouncement will have on the condensed financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Subsequent Events | Subsequent Events: The Company evaluated subsequent events and transactions that occurred after the date of the condensed balance sheet through the date that the condensed financial statements were available to be issued and has concluded that all such events that would require adjustment or disclosure in the condensed financial statement have been recognized or disclosed (see Note 9). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of earnings per share | Three months ended Six months ended June 30, 2022 June 30, 2022 Class A Class B Class A Class B Numerator: Basic and diluted net income per ordinary share: Allocation of income – basic and diluted $ 2,715,000 $ 679,000 $ 8,062,000 $ 2,015,000 Denominator: Basic and diluted weighted average ordinary shares: 30,000,000 7,500,000 30,000,000 7,500,000 Basic and diluted net income per ordinary share $ 0.09 $ 0.09 $ 0.27 $ 0.27 Three months ended Six months ended June 30, 2021 June 30, 2021 Class A Class B Class A Class B Numerator: Basic and diluted net (loss) income per ordinary share: Allocation of (loss) income – basic and diluted $ (1,569,000 ) $ (392,000 ) $ 2,103,000 $ 566,000 Denominator: Basic and diluted weighted average ordinary shares: 30,000,000 7,500,000 27,845,000 7,500,000 Basic and diluted net (loss) income per ordinary share $ (0.05 ) $ (0.05 ) $ 0.08 $ 0.08 |
Schedule of ordinary shares subject to redemption consist | Gross proceeds of Public Offering $ 300,000,000 Less: Proceeds allocated to Public Warrants (14,100,000 ) Offering costs (16,254,000 ) Plus: Accretion of carrying value to redemption value at Public Offering 30,354,000 Accretion of carrying value to redemption value since Public Offering 554,000 Class A ordinary shares subject to redemption $ 300,554,000 |
Accounting for Warrant Liabil_2
Accounting for Warrant Liability and Fair Value of Warrants (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting for Warrant Liability and Fair Value of Warrants Table [Abstract] | |
Schedule of changes in the fair value of the Level 3 warrant liabilities | Description At June 30, Quoted Prices Significant Significant Warrant Liabilities: Public Warrants $ 1,800,000 $ 1,800,000 $ - $ - Private Placement Warrants 1,002,000 - 1,002,000 - Warrant liability at June 30, 2022 $ 2,802,000 $ 1,800,000 $ 1,002,000 $ - Description At December 31, Quoted Prices Significant Significant Warrant Liabilities: Public Warrants $ 8,300,000 $ 8,300,000 $ - $ - Private Placement Warrants 4,620,000 - 4,620,000 - Warrant liability at December 31, 2021 $ 12,920,000 $ 8,300,000 $ 4,620,000 $ - |
Schedule of changes in the fair value of the Level 3 warrant liabilities | Public Private Warrant Fair value measurement on December 31, 2021 $ 8,300,000 $ 4,620,000 $ 12,920,000 Change in fair value (6,500,000 ) (3,618,000 ) (10,118,000 ) Fair value as of June 30, 2022 $ 1,800,000 $ 1,002,000 $ 2,802,000 |
Schedule of changes in the fair value of the Level 3 warrant liabilities | Public Private Warrant Fair value measurement on December 31, 2020 $ - $ - $ - Fair value at inception of the warrants on January 14, 2021 14,100,000 7,849,000 21,949,000 Change in fair value (3,700,000 ) (2,060,000 ) (5,760,000 ) Fair value as of June 30, 2021 $ 10,400,000 $ 5,789,000 $ 16,189,000 |
Trust Account and Fair Value _2
Trust Account and Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Trust Account and Fair Value Measurement Table [Abstract] | |
Schedule of fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities | Quoted Price Carrying Prices in Description June 30, Markets Assets: Money Market Fund $ 300,554,000 $ 300,554,000 Total $ 300,554,000 $ 300,554,000 Quoted Price Carrying Prices in Description December 31, Markets Assets: Money Market Fund $ 300,075,000 $ 300,075,000 Total $ 300,075,000 $ 300,075,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jan. 14, 2021 | |
Description of Organization and Business Operations [Line items] | ||
Public offering cost | $ 300,000,000 | |
Trust account | $ 300,000,000 | |
Interest dissolution expenses | $ 100,000 | |
Public shares redeem percentage | 100% | |
Taxes payable on interest earned percentage | 80% | |
Net tangible assets | $ 5,000,001 | |
Trust account, description | ” The amount in the Trust Account is initially funded at $10.00 per public Class A ordinary share ($300,000,000 held in the Trust Account divided by 30,000,000 public shares). | |
Business combination, description | The Company will have 24 months from the closing date of the Public Offering (until January 14, 2023) to complete its Initial Business Combination or until the end of any extension period that may be proposed to and approved by the Company’s shareholders in the form of an amendment to the Company’s amended and restated memorandum and articles of association (the “Combination Period”). If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public Class A ordinary shares for a per share pro rata portion of the Trust Account, including interest earned on funds held in the trust account and not previously released to pay income taxes (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining shareholders, as part of its plan of dissolution and liquidation. The initial shareholders have entered into letter agreements with us, pursuant to which they have waived their rights to participate in any redemption with respect to their Founders Shares; however, if the initial shareholders or any of the Company’s officers, directors or affiliates acquire Class A ordinary shares in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the Combination Period. | |
Private Placement [Member] | ||
Description of Organization and Business Operations [Line items] | ||
Private placement | $ 8,350,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Cash | $ 389,000 | $ 842,000 | |
Negative working capital | $ 2,283,000 | ||
Federal depository insurance coverage | 250,000 | ||
Total offering cost | 17,054,000 | ||
Underwriters' discount | 16,500,000 | ||
Charged to temporary equity | 16,254,000 | ||
Other expenses | 800,000 | ||
Net tangible asset | $ 5,000,001 | ||
Public shares (in Shares) | 30,000,000 | ||
Class A Ordinary Shares [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Anti-diluted Securities (in Shares) | 15,566,667 | ||
Number of units issued in transaction (in Shares) | 30,000,000 | ||
Public shares (in Shares) | 30,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of earnings per share - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Class A [Member] | ||||
Basic and diluted net income per ordinary share: | ||||
Allocation of income (loss) – basic and diluted | $ 2,715,000 | $ (1,569,000) | $ 8,062,000 | $ 2,103,000 |
Denominator: | ||||
Basic and diluted weighted average ordinary shares: | 30,000,000 | 30,000,000 | 30,000,000 | 27,845,000 |
Basic and diluted net income (loss) per ordinary share | $ 0.09 | $ (0.05) | $ 0.27 | $ 0.08 |
Class B [Member] | ||||
Basic and diluted net income per ordinary share: | ||||
Allocation of income (loss) – basic and diluted | $ 679,000 | $ (392,000) | $ 2,015,000 | $ 566,000 |
Denominator: | ||||
Basic and diluted weighted average ordinary shares: | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 |
Basic and diluted net income (loss) per ordinary share | $ 0.09 | $ (0.05) | $ 0.27 | $ 0.08 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of ordinary shares subject to redemption consist | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Schedule of ordinary shares subject to redemption consist [Abstract] | |
Gross proceeds of Public Offering | $ 300,000,000 |
Less: Proceeds allocated to Public Warrants | (14,100,000) |
Offering costs | (16,254,000) |
Plus: Accretion of carrying value to redemption value at Public Offering | 30,354,000 |
Accretion of carrying value to redemption value since Public Offering | 554,000 |
Class A ordinary shares subject to redemption | $ 300,554,000 |
Public Offering (Details)
Public Offering (Details) - USD ($) | 6 Months Ended | ||
Jan. 14, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Public Offering (Details) [Line Items] | |||
Number of units issued in transaction (in Shares) | 30,000,000 | ||
Share purchase price | $ 10 | ||
Public offering expire | 5 years | ||
Redeemable warrants | $ 0.01 | ||
Ordinary shares equals exceeds | $ 18 | ||
Underwriting discount percentage | 2% | ||
Underwriting unit price (in Dollars) | $ 6,000,000 | ||
Deferred underwriting percentage | 3.50% | ||
Deferred underwriting fees payable (in Dollars) | $ 10,500,000 | ||
Over-allotments [Member] | |||
Public Offering (Details) [Line Items] | |||
Number of units issued in transaction (in Shares) | 30,000,000 | ||
Purchase of additional units (in Shares) | 2,500,000 | ||
Class A Ordinary Shares [Member] | |||
Public Offering (Details) [Line Items] | |||
Ordinary share par value | $ 0.0001 | $ 0.0001 | |
Redeemable warrants | 0.1 | ||
Ordinary shares equals exceeds | 10 | ||
Class A Ordinary Shares [Member] | Minimum [Member] | |||
Public Offering (Details) [Line Items] | |||
Ordinary shares equals exceeds | 18 | ||
Class A Ordinary Shares [Member] | Public Offering [Member] | |||
Public Offering (Details) [Line Items] | |||
Ordinary share par value | $ 0.0001 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jan. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Related Party Transactions (Details) [Line Items] | |||||||
Founder shares vesting, description | the Founder Shares are subject to vesting as follows: 50% upon the completion of a Business Combination and then 12.5% on each of the attainment of Return to Shareholders (as defined in the agreement) exceeding 20%, 30%, 40% and 50%. Certain events, as defined in the agreement, could trigger an immediate vesting under certain circumstances. Founder Shares that do not vest within an eight-year period from the closing of the Business Combination will be cancelled. | ||||||
Purchase price | $ 8,350,000 | ||||||
Aggregate loan amount | $ 300,000 | ||||||
Issuance of unsecured promissory note | $ 1,000 | ||||||
Outstanding notes payable amount | $ 199,000 | 199,000 | |||||
Costs paid | $ 25,000 | ||||||
Other General and Administrative Expense | 75,000 | $ 75,000 | |||||
General and administrative expenses | $ 150,000 | $ 138,000 | |||||
Private Placement Warrants [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Aggregate of shares (in Shares) | 5,566,667 | ||||||
Warrant price per share (in Dollars per share) | $ 1.5 | ||||||
Purchase price | $ 8,350,000 | ||||||
Class A Ordinary Shares [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Price per share (in Dollars per share) | $ 12 | $ 12 | |||||
Class A Ordinary Shares [Member] | Private Placement Warrants [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Price per share (in Dollars per share) | $ 11.5 | $ 11.5 | |||||
Founder Shares [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Related party cost | $ 25,000 | ||||||
Price per share (in Dollars per share) | $ 0.003 | ||||||
Aggregate shares issued (in Shares) | 7,500,000 | ||||||
Founder Shares [Member] | Over-Allotment Option [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Shares subject to forfeiture (in Shares) | 625,000 | ||||||
Founder Shares [Member] | Class B Ordinary Shares [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Purchase of ordinary shares (in Shares) | 7,187,500 | ||||||
Sponsor [Member] | Public Offering [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Costs paid | $ 49,000 |
Accounting for Warrant Liabil_3
Accounting for Warrant Liability and Fair Value of Warrants (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting For Warrant Liability [Abstract] | |||
Warrants outstanding | 15,566,667 | 15,566,667 | |
Public warrants outstanding | 10,000,000 | 10,000,000 | |
Private placement warrants | 5,566,667 | 5,566,667 | |
Costs to operations (in Dollars) | $ 800,000 |
Accounting for Warrant Liabil_4
Accounting for Warrant Liability and Fair Value of Warrants (Details) - Schedule of changes in the fair value of the Level 3 warrant liabilities - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Warrant Liabilities: | ||
Warrant liability | $ 2,802,000 | $ 12,920,000 |
Public Warrants [Member] | ||
Warrant Liabilities: | ||
Warrant liability | 1,800,000 | 8,300,000 |
Private Placement Warrants [Member] | ||
Warrant Liabilities: | ||
Warrant liability | 1,002,000 | 4,620,000 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Warrant Liabilities: | ||
Warrant liability | 1,800,000 | 8,300,000 |
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | ||
Warrant Liabilities: | ||
Warrant liability | 1,800,000 | 8,300,000 |
Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member] | ||
Warrant Liabilities: | ||
Warrant liability | ||
Significant Other Observable Inputs (Level 2 [Member | ||
Warrant Liabilities: | ||
Warrant liability | 1,002,000 | 4,620,000 |
Significant Other Observable Inputs (Level 2 [Member | Public Warrants [Member] | ||
Warrant Liabilities: | ||
Warrant liability | ||
Significant Other Observable Inputs (Level 2 [Member | Private Placement Warrants [Member] | ||
Warrant Liabilities: | ||
Warrant liability | 1,002,000 | 4,620,000 |
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Warrant Liabilities: | ||
Warrant liability | ||
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | ||
Warrant Liabilities: | ||
Warrant liability | ||
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | ||
Warrant Liabilities: | ||
Warrant liability |
Accounting for Warrant Liabil_5
Accounting for Warrant Liability and Fair Value of Warrants (Details) - Schedule of changes in the fair value of the Level 3 warrant liabilities - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Public [Member] | ||
Accounting for Warrant Liability and Fair Value of Warrants (Details) - Schedule of changes in the fair value of the Level 3 warrant liabilities [Line Items] | ||
Fair value measurement on beginning balance | $ 8,300,000 | |
Change in fair value | (6,500,000) | $ 3,700,000 |
Fair value as of ending balance | 1,800,000 | |
Private Placement [Member] | ||
Accounting for Warrant Liability and Fair Value of Warrants (Details) - Schedule of changes in the fair value of the Level 3 warrant liabilities [Line Items] | ||
Fair value measurement on beginning balance | 4,620,000 | |
Change in fair value | (3,618,000) | 2,060,000 |
Fair value as of ending balance | 1,002,000 | |
Warrant Liabilities [Member] | ||
Accounting for Warrant Liability and Fair Value of Warrants (Details) - Schedule of changes in the fair value of the Level 3 warrant liabilities [Line Items] | ||
Fair value measurement on beginning balance | 12,920,000 | |
Change in fair value | (10,118,000) | $ 5,760,000 |
Fair value as of ending balance | $ 2,802,000 |
Accounting for Warrant Liabil_6
Accounting for Warrant Liability and Fair Value of Warrants (Details) - Schedule of changes in the fair value of the Level 3 warrant liabilities - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Public [Member] | ||
Accounting for Warrant Liability and Fair Value of Warrants (Details) - Schedule of changes in the fair value of the Level 3 warrant liabilities [Line Items] | ||
Fair value measurement on beginning balance | ||
Fair value at inception of the warrants on January 14, 2021 | 14,100,000 | |
Change in fair value | $ 6,500,000 | (3,700,000) |
Fair value as of ending balance | 10,400,000 | |
Private Placement [Member] | ||
Accounting for Warrant Liability and Fair Value of Warrants (Details) - Schedule of changes in the fair value of the Level 3 warrant liabilities [Line Items] | ||
Fair value measurement on beginning balance | ||
Fair value at inception of the warrants on January 14, 2021 | 7,849,000 | |
Change in fair value | 3,618,000 | (2,060,000) |
Fair value as of ending balance | 5,789,000 | |
Warrant Liabilities [Member] | ||
Accounting for Warrant Liability and Fair Value of Warrants (Details) - Schedule of changes in the fair value of the Level 3 warrant liabilities [Line Items] | ||
Fair value measurement on beginning balance | ||
Fair value at inception of the warrants on January 14, 2021 | 21,949,000 | |
Change in fair value | $ 10,118,000 | (5,760,000) |
Fair value as of ending balance | $ 16,189,000 |
Trust Account and Fair Value _3
Trust Account and Fair Value Measurement (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value Disclosures [Abstract] | |
Deposited amount | $ 300,000,000 |
U.S. government treasury bills maturity | 180 days |
Trust Account and Fair Value _4
Trust Account and Fair Value Measurement (Details) - Schedule of fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Carrying Value [Member] | ||
Assets: | ||
Money Market Fund | $ 300,554,000 | $ 300,075,000 |
Total | 300,554,000 | 300,075,000 |
Quoted Price in Active Markets (Level 1) [Member] | ||
Assets: | ||
Money Market Fund | 300,554,000 | 300,075,000 |
Total | $ 300,554,000 | $ 300,075,000 |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) (Details) - $ / shares | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||
Ordinary shares total | 550,000,000 | ||
Business combination, description | The Founder Shares are subject to vesting as follows: 50% upon the completion of a Business Combination and then an additional 12.5% on the attainment of each of a series of certain “shareholder return” targets exceeding 20%, 30%, 40% and 50%, as further defined in the agreement. Certain events, as defined in the agreement, could trigger an immediate vesting under certain circumstances. Founder Shares that do not vest within an eight-year period from the closing of the Business Combination will be cancelled. | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock ,par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Class A Ordinary Shares [Member] | |||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||
Ordinary shares, authorized | 500,000,000 | 500,000,000 | |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Ordinary shares, outstanding | 0 | 0 | |
Ordinary shares, issued | 0 | 0 | |
Ordinary shares subject to possible redemption | 30,000,000 | 30,000,000 | |
Class B Ordinary Shares [Member] | |||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||
Ordinary shares, authorized | 50,000,000 | 50,000,000 | |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Ordinary shares, outstanding | 7,500,000 | 7,500,000 | |
Ordinary shares, issued | 7,500,000 | 7,500,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Aug. 03, 2022 | Aug. 05, 2022 |
Subsequent Events (Details) [Line Items] | ||
Borrowed under the promissory note | $ 200,000 | |
Sponsor [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Fund working capital needs | $ 2,000,000 |