Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity Registrant Name | Warburg Pincus Capital Corporation I-B | |
Entity Central Index Key | 0001836074 | |
Entity File Number | 001-40172 | |
Entity Tax Identification Number | 98-1572651 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Address, Address Line One | 450 Lexington Avenue | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10017 | |
City Area Code | 212 | |
Local Phone Number | 878-0600 | |
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | WPCB | |
Security Exchange Name | NYSE | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant | |
Trading Symbol | WPCB.U | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units | |
Trading Symbol | WPCB WS | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 54,875,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 13,718,750 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 303,399 | $ 664,972 |
Prepaid expenses | 697,934 | 803,572 |
Total current assets | 1,001,333 | 1,468,544 |
Investments held in Trust Account | 548,831,323 | 548,786,670 |
Total Assets | 549,832,656 | 550,255,214 |
Current liabilities: | ||
Accounts payable | 115,710 | 196,597 |
Accrued expenses | 2,268,177 | 1,666,644 |
Total current liabilities | 2,383,887 | 1,863,241 |
Derivative warrant liabilities | 9,131,250 | 20,291,670 |
Deferred underwriting commissions | 19,206,250 | 19,206,250 |
Total liabilities | 30,721,387 | 41,361,161 |
Commitments and Contingencies | ||
Shareholders' Equity (Deficit): | ||
Preferred Stock, Value | ||
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (29,640,103) | (39,857,319) |
Total shareholders' equity (deficit) | (29,638,731) | (39,855,947) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | 549,832,656 | 550,255,214 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption | 548,750,000 | 548,750,000 |
Shareholders' Equity (Deficit): | ||
Common Stock, Value | 0 | 0 |
Common Class B [Member] | ||
Shareholders' Equity (Deficit): | ||
Common Stock, Value | $ 1,372 | $ 1,372 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity shares outstanding | 54,875,000 | 54,875,000 |
Temporary equity, redemption price per share | $ 10 | $ 10 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 54,875,000 | 54,875,000 |
Common stock shares outstanding | 54,875,000 | 54,875,000 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 13,718,750 | 13,718,750 |
Common stock shares outstanding | 13,718,750 | 13,718,750 |
Non Redeemable Class A [Member] | ||
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
General and administrative expenses | $ 957,856 | $ 177,406 |
General and administrative expenses—related party | 30,000 | 10,000 |
Loss from operations | (987,856) | (187,406) |
Other income (expenses): | ||
Change in fair value of derivative warrant liabilities | 11,160,420 | 4,464,170 |
Offering costs associated with derivative warrant liabilities | 0 | (756,940) |
Income from investments held in Trust Account | 44,652 | 2,533 |
Net income | 10,217,216 | 3,522,357 |
Common Class A [Member] | ||
Other income (expenses): | ||
Net income | $ 8,173,773 | $ 1,840,732 |
Weighted average number of shares outstanding, basic and diluted | 54,875,000 | 14,023,611 |
Basic net income per share | $ 0.15 | $ 0.13 |
Basic weighted average ordinary shares outstanding of Class B ordinary shares | 14,023,611 | |
Diluted weighted average shares outstanding of Class B ordinary shares | 14,023,611 | |
Diluted net income per share, Class B ordinary shares | $ 0.13 | |
Common Class B [Member] | ||
Other income (expenses): | ||
Net income | $ 2,043,443 | $ 1,681,625 |
Weighted average number of shares outstanding, basic and diluted | 13,718,750 | |
Basic net income per share | $ 0.15 | $ 0.13 |
Basic weighted average ordinary shares outstanding of Class B ordinary shares | 13,718,750 | 12,811,458 |
Diluted weighted average shares outstanding of Class B ordinary shares | 13,718,750 | 13,718,750 |
Diluted net income per share, Class B ordinary shares | $ 0.15 | $ 0.13 |
Condensed Statements Of Changes
Condensed Statements Of Changes In Shareholders' Deficit - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Common Class A [Member] | Common Class A [Member]Common Stock [Member] | Common Class B [Member] | Common Class B [Member]Common Stock [Member] |
Balance at Dec. 31, 2020 | $ 11,758 | $ 23,562 | $ (13,242) | $ 0 | $ 1,438 | ||
Balance, Shares at Dec. 31, 2020 | 0 | 14,375,000 | |||||
Excess cash received over the fair value of the private placement warrants | 2,701,830 | 2,701,830 | |||||
Accretion of Class A ordinary shares subject to possible redemption amount | (43,310,400) | (2,725,392) | (40,585,008) | ||||
Net income | 3,522,357 | 3,522,357 | $ 1,840,732 | $ 1,681,625 | |||
Balance at Mar. 31, 2021 | (37,074,455) | 0 | (37,075,893) | $ 0 | $ 1,438 | ||
Balance, Shares at Mar. 31, 2021 | 0 | 14,375,000 | |||||
Balance at Dec. 31, 2021 | (39,855,947) | 0 | (39,857,319) | $ 0 | $ 1,372 | ||
Balance, Shares at Dec. 31, 2021 | 0 | 13,718,750 | |||||
Accretion of Class A ordinary shares subject to possible redemption amount | (43,310,400) | ||||||
Net income | 10,217,216 | 10,217,216 | $ 8,173,773 | $ 2,043,443 | |||
Balance at Mar. 31, 2022 | $ (29,638,731) | $ 0 | $ (29,640,103) | $ 0 | $ 1,372 | ||
Balance, Shares at Mar. 31, 2022 | 0 | 13,718,750 |
Condensed Statement Of Cash Flo
Condensed Statement Of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 10,217,216 | $ 3,522,357 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Income from investments held in Trust Account | (44,652) | (2,533) |
Change in fair value of derivative warrant liabilities | (11,160,420) | (4,464,170) |
Offering costs associated with derivative warrant liabilities | 0 | 756,940 |
General and administrative expenses paid by related party under promissory note | 3,052 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 105,638 | (1,319,223) |
Accounts payable | (80,887) | 12,500 |
Accrued expenses | 601,532 | 12,117 |
Net cash used in operating activities | (361,573) | (1,478,960) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | 0 | (548,750,000) |
Net cash used in investing activities | 0 | (548,750,000) |
Cash Flows from Financing Activities: | ||
Repayment of note payable to related party | 0 | (152,536) |
Proceeds received from initial public offering, gross | 0 | 548,750,000 |
Proceeds received from private placement | 0 | 13,975,001 |
Offering costs paid | 0 | (11,096,857) |
Net cash provided by financing activities | 0 | 551,475,608 |
Net increase in cash | (361,573) | 1,246,648 |
Cash - beginning of the period | 664,972 | |
Cash - end of the period | $ 303,399 | 1,246,648 |
Supplemental disclosure of noncash investing and financing activities: | ||
Offering costs included in accrued expenses | 253,400 | |
Offering costs paid by related party under promissory note | 149,483 | |
Deferred underwriting commissions | $ 19,206,250 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1-Description Warburg Pincus Capital Corporation I-B As of March 31, 2022, the Company had not yet commenced operations. All activity for the period from December 1, 2020 (inception) through March 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is Warburg Pincus Capital Corporation I-B 54,875,000 10,975,000 4,875,000 10.00 548.8 30.8 19.2 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 9,316,666 1.50 14.0 Upon the closing of the Initial Public Offering, together with certain of the proceeds from the Private Placement, approximately $ 548.8 185 2a-7 The Company’s management has broad discretion with respect to the specific application of the Offering Proceeds, although substantially all of such proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80 50 The Company will provide its holders of Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. Notwithstanding the foregoing, pursuant to the amended and restated memorandum and articles of association adopted upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), in no event will the Company redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 10.00 per-share 5,000,001 Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 The Company’s Sponsor, executive officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100 If the Company is unable to complete a Business Combination within 24 per-share 100,000 The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of March 31, 2022, the Company had approximately $0.3 million in its operating bank account and a working capital deficit of approximately $1.4 million. The Company’s liquidity needs through March 31, 2022 have been satisfied through a payment of $25,000 from the Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, a loan of approximately $153,000 from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on March 9, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of March 31, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have the borrowing capacity from its Sponsor or an affiliate of its Sponsor, or its officers and directors to meet our needs through the consummation of a Business Combination. However, in connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2-Basis Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting 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. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of March 31, 2022 and December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 9). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current as Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 54,875,000 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. Under ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the Public Warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-Allotment) and the Private Placement Warrants to purchase an aggregate of 20,291,666 Class A ordinary shares in the calculation of diluted income (loss) per share, because the exercise of the warrant is contingent upon the occurrence of future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the three months ended March 31, 2022 and 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following tables reflect a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share: For the Three Months Ended March 31, 2022 Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 8,173,773 $ 2,043,443 Denominator: Basic and diluted weighted average ordinary shares outstanding 54,875,000 13,718,750 Basic and diluted net income per ordinary share $ 0.15 $ 0.15 For The three Months Ended March 31, 2021 Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income, basic $ 1,840,732 $ 1,681,625 Allocation of net income, diluted 1,780,532 1,741,825 Denominator: Basic weighted average ordinary shares outstanding 14,023,611 12,811,458 Diluted weighted average ordinary shares outstanding 14,023,611 13,718,750 Basic net income per ordinary share $ 0.13 $ 0.13 Diluted net income per ordinary share $ 0.13 $ 0.13 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes”, which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not no unrecognized tax benefits as of March 31, 2022 or 2021. No There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. Note 3-Initial On March 9, 2021, the Company consummated its Initial Public Offering of 54,875,000 Units, including the partial exercise of the underwriters’ option to purchase 4,875,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $548.8 million, and incurring offering costs of approximately $30.8 million, of which approximately $19.2 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one-fifth |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3-Initial On March 9, 2021, the Company consummated its Initial Public Offering of 54,875,000 Units, including the partial exercise of the underwriters’ option to purchase 4,875,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $548.8 million, and incurring offering costs of approximately $30.8 million, of which approximately $19.2 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one-fifth |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4-Related Founder Shares On December 9, 2020, the Sponsor paid an aggregate of $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 14,375,000 ordinary shares (the “Founder Shares”). In February 2021, the Sponsor transferred 35,000 Founder Shares to an independent director. In June 2021, the Sponsor transferred 35,000 Founder Shares to an independent director. In August 2021, the Sponsor transferred 35,000 Founder Shares to an independent director. The Sponsor agreed to forfeit up to an aggregate of 1,875,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional Units was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 9, 2021, the underwriters partially exercised the over-allotment option to purchase the Over-Allotment Units and on April 18, 2021, the over-allotment option on the remaining Units expired unexercised by the underwriters; thus, 656,250 Class B ordinary shares were forfeited by the Sponsor. On June 11, 2021 and August 25, 2021, the Company appointed new independent directors. On June 22, 2021 and August 25, 2021, the Sponsor transferred 35,000 Founder Shares each to the new directors. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination (x) if the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 9,316,666 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $14.0 million. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On December 9, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of the initial Business Combination or its liquidation, the Company agreed to reimburse the Sponsor or an affiliate of the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month. For the three months ended March 31, 2022 and 2021, the Company incurred expenses of $30,000 and $10,000 under this agreement, respectively. As of March 31, 2022 and December 31, 2021, the Company had accrued approximately $20,000 and $10,000, for services in connection with such agreement on the accompanying condensed balance sheets, respectively. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket In January 2022, the Company entered into a cost sharing arrangement with a related party. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5-Commitments Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering (the “Registration Rights Agreement”). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $11.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $19.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Consulting fees The Company has agreements with third party consultants to provide certain advisory services to the Company relating to the identification of and negotiations with potential targets, assistance with due diligence, marketing, financial analyses and investor relations, pursuant to which the consultants have agreed to defer their fees and have payment of such fees to be solely contingent on the Company closing an initial Business Combination. As of March 31, 2022 and December 31, 2021, the Company has incurred approximately $856,000 and $0, respectively, in contingent fees pursuant to these agreements. The Company will recognize an expense for these services when the performance trigger is considered probable, which in this case will occur upon the closing of an initial Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 3 Months Ended |
Mar. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Class A Ordinary Shares Subject To Possible Redemption | Note 6 - Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. As of March 31, 2022 and December 31, 2021, there were 54,875,000 Class A ordinary shares outstanding, all of which were subject to possible redemption. The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table: Gross proceeds from Initial Public Offering $ 548,750,000 Less: Fair value of Public Warrants at issuance (13,279,750 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (30,030,650 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 43,310,400 Class A ordinary shares subject to possible redemption $ 548,750,000 |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 7-Shareholders’ Preference Shares Class A Ordinary Shares Class B Ordinary Shares Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided that, prior to the initial Business Combination, holders of Class B ordinary shares will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 8-Warrants As of March 31, 2022 and December 31, 2021, the Company had 10,975,000 Public Warrants and 9,316,666 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable, Redemption of Warrants When the Price Per Class A Ordinary Share Equals Or Exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Redemption of Warrants When the Price Per Class A Ordinary Share Equals Or Exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and • if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A ordinary shares shall mean the volume-weighted average price of Class A ordinary shares for the 10 trading days following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9-Fair The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2022 Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Assets: Investments held in Trust Account - money market funds $ 548,831,322 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 4,938,750 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 4,192,500 $ — December 31, 2021 Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account - money market funds $ 548,786,670 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ — $ — $ 10,975,000 Derivative warrant liabilities - Private placement warrants $ — $ — $ 9,316,670 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of Public Warrants transferred from a Level 3 measurement to a Level 1 measurement during the three months ended March 31, 2022 was $10,975,000. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to Level 2 during the three months ended March 31, 2022 was $9,316,670. The following table presents the changes in fair value of Level 3 warrant liabilities: Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 24,552,920 Change in fair value of derivative warrant liabilities (4,464,170 ) Derivative warrant liabilities at March 31, 2021 20,088,750 Transfer of Public Warrants to Level 1 (10,865,250 ) Transfer of Private Warrants to Level 2 (9,223,500 ) Change in fair value of derivative warrant liabilities — Derivative warrant liabilities at June 30, 2021 — Derivative warrant liabilities at September 30, 2021 — Transfer of Public Warrants to Level 3 10,206,750 Transfer of Private Warrants to Level 3 8,664,500 Change in fair value of derivative warrant liabilities 1,420,420 Derivative warrant liabilities at December 31, 2021 20,291,670 Transfer of Public Warrants to Level 1 (10,975,000 ) Transfer of Private Placement Warrants to Level 2 (9,316,670 ) Derivative warrant liabilities at March 31, 2022 — The following is a description of the valuation methodology used for assets and liabilities measured at fair value: Investments held in Trust Account: Public Warrants: Private Placement Warrants: |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10-Subsequent The Company has evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting 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. |
Cash | Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of March 31, 2022 and December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 9). |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current as |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 54,875,000 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. Under ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the Public Warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-Allotment) and the Private Placement Warrants to purchase an aggregate of 20,291,666 Class A ordinary shares in the calculation of diluted income (loss) per share, because the exercise of the warrant is contingent upon the occurrence of future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the three months ended March 31, 2022 and 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following tables reflect a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share: For the Three Months Ended March 31, 2022 Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 8,173,773 $ 2,043,443 Denominator: Basic and diluted weighted average ordinary shares outstanding 54,875,000 13,718,750 Basic and diluted net income per ordinary share $ 0.15 $ 0.15 For The three Months Ended March 31, 2021 Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income, basic $ 1,840,732 $ 1,681,625 Allocation of net income, diluted 1,780,532 1,741,825 Denominator: Basic weighted average ordinary shares outstanding 14,023,611 12,811,458 Diluted weighted average ordinary shares outstanding 14,023,611 13,718,750 Basic net income per ordinary share $ 0.13 $ 0.13 Diluted net income per ordinary share $ 0.13 $ 0.13 |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes”, which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not no unrecognized tax benefits as of March 31, 2022 or 2021. No There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Net Income (loss) Per Share of Ordinary Share | The following tables reflect a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share: For the Three Months Ended March 31, 2022 Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 8,173,773 $ 2,043,443 Denominator: Basic and diluted weighted average ordinary shares outstanding 54,875,000 13,718,750 Basic and diluted net income per ordinary share $ 0.15 $ 0.15 For The three Months Ended March 31, 2021 Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income, basic $ 1,840,732 $ 1,681,625 Allocation of net income, diluted 1,780,532 1,741,825 Denominator: Basic weighted average ordinary shares outstanding 14,023,611 12,811,458 Diluted weighted average ordinary shares outstanding 14,023,611 13,718,750 Basic net income per ordinary share $ 0.13 $ 0.13 Diluted net income per ordinary share $ 0.13 $ 0.13 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Class A ordinary shares subject to possible redemption | The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table: Gross proceeds from Initial Public Offering $ 548,750,000 Less: Fair value of Public Warrants at issuance (13,279,750 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (30,030,650 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 43,310,400 Class A ordinary shares subject to possible redemption $ 548,750,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2022 Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Assets: Investments held in Trust Account - money market funds $ 548,831,322 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 4,938,750 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 4,192,500 $ — December 31, 2021 Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account - money market funds $ 548,786,670 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ — $ — $ 10,975,000 Derivative warrant liabilities - Private placement warrants $ — $ — $ 9,316,670 |
Summary of Change in the Fair Value of Derivative Warrant Liabilities | The following table presents the changes in fair value of Level 3 warrant liabilities: Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 24,552,920 Change in fair value of derivative warrant liabilities (4,464,170 ) Derivative warrant liabilities at March 31, 2021 20,088,750 Transfer of Public Warrants to Level 1 (10,865,250 ) Transfer of Private Warrants to Level 2 (9,223,500 ) Change in fair value of derivative warrant liabilities — Derivative warrant liabilities at June 30, 2021 — Derivative warrant liabilities at September 30, 2021 — Transfer of Public Warrants to Level 3 10,206,750 Transfer of Private Warrants to Level 3 8,664,500 Change in fair value of derivative warrant liabilities 1,420,420 Derivative warrant liabilities at December 31, 2021 20,291,670 Transfer of Public Warrants to Level 1 (10,975,000 ) Transfer of Private Placement Warrants to Level 2 (9,316,670 ) Derivative warrant liabilities at March 31, 2022 — |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Mar. 09, 2021 | Dec. 09, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Organization consolidation and presentation of financial statements [line items] | |||||
Share price | $ 18 | ||||
Proceeds from issuance of IPO | $ 0 | $ 548,750,000 | |||
Deferred underwriting commissions | 19,206,250 | $ 19,206,250 | |||
Proceeds from issuance of private placement | 0 | 13,975,001 | |||
Payment to acquire restricted investments | 0 | $ 548,750,000 | |||
Restricted investments term | 185 days | ||||
Minimum net worth to consummate business combination | $ 5,000,001 | ||||
Percentage of public shares to be redeemed on non-completion of business combination | 100.00% | ||||
Lock in period for redemption of public shares after closing of IPO | 24 months | ||||
Dissolution expense | $ 100,000 | ||||
Cash | 303,399 | 664,972 | |||
Working capital (deficit) | $ 1,400,000 | ||||
Sponsor [Member] | |||||
Organization consolidation and presentation of financial statements [line items] | |||||
Minimum share price of the residual assets remaining available for distribution | $ 10 | ||||
Proceeds from unsecured and non-interest bearing promissory note | $ 153,000 | ||||
Due to related parties current | 0 | $ 0 | |||
Sponsor [Member] | Founder Shares [Member] | |||||
Organization consolidation and presentation of financial statements [line items] | |||||
Proceeds from issuance of common stock | $ 25,000 | ||||
Maximum [Member] | |||||
Organization consolidation and presentation of financial statements [line items] | |||||
Share price | $ 10 | ||||
Minimum [Member] | |||||
Organization consolidation and presentation of financial statements [line items] | |||||
Percentage of fair market value of target business to asset held in trust account | 80.00% | ||||
Percentage of voting interests acquired | 50.00% | ||||
Net tangible assets required for consummation of business combination | $ 5,000,001 | ||||
Percentage of redeeming shares of public shares without the company's prior written consent | 15.00% | ||||
Private Placement Warrants [Member] | |||||
Organization consolidation and presentation of financial statements [line items] | |||||
Class of warrants and rights issued during the period | 9,316,666 | ||||
Class of warrants and rights issued, price per warrant | $ 1.50 | ||||
Proceeds from issuance of private placement | $ 14,000,000 | ||||
IPO [Member] | |||||
Organization consolidation and presentation of financial statements [line items] | |||||
Stock issued during period shares | 54,875,000 | ||||
Share price | $ 10 | ||||
Proceeds from issuance of IPO | $ 548,800,000 | ||||
Offering cost | 30,800,000 | ||||
Deferred underwriting commissions | 19,200,000 | ||||
Payment to acquire restricted investments | $ 548,800,000 | ||||
IPO [Member] | Public Warrant [Member] | |||||
Organization consolidation and presentation of financial statements [line items] | |||||
Class of warrants and rights issued during the period | 10,975,000 | ||||
Over-Allotment Option [Member] | |||||
Organization consolidation and presentation of financial statements [line items] | |||||
Stock issued during period shares | 4,875,000 | ||||
Common Class A [Member] | |||||
Organization consolidation and presentation of financial statements [line items] | |||||
Proceeds from issuance of IPO | $ 548,750,000 | ||||
Common Class A [Member] | IPO [Member] | |||||
Organization consolidation and presentation of financial statements [line items] | |||||
Stock issued during period shares | 54,875,000 | ||||
Share price | $ 10 | ||||
Proceeds from issuance of IPO | $ 548,800,000 | ||||
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member] | |||||
Organization consolidation and presentation of financial statements [line items] | |||||
Stock issued during period shares | 14,375,000 | ||||
Common Class B [Member] | Over-Allotment Option [Member] | |||||
Organization consolidation and presentation of financial statements [line items] | |||||
Stock issued during period shares | 4,875,000 | ||||
Public Shares [Member] | |||||
Organization consolidation and presentation of financial statements [line items] | |||||
Share price | $ 10 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (loss) Per Share of Ordinary Share (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: Income (loss) allocable to ordinary shares | ||
Allocation of net income | $ 10,217,216 | $ 3,522,357 |
Common Class A [Member] | ||
Numerator: Income (loss) allocable to ordinary shares | ||
Allocation of net income | $ 8,173,773 | 1,840,732 |
Allocation of net income, diluted | $ 1,780,532 | |
Denominator: Weighted average ordinary shares | ||
Basic and diluted weighted average ordinary shares outstanding | 54,875,000 | 14,023,611 |
Basic and diluted net income per ordinary share | $ 0.15 | |
Basic weighted average ordinary shares outstanding | 14,023,611 | |
Diluted weighted average ordinary shares outstanding | 14,023,611 | |
Basic net income per ordinary share | $ 0.15 | $ 0.13 |
Diluted net income per ordinary share | $ 0.13 | |
Common Class B [Member] | ||
Numerator: Income (loss) allocable to ordinary shares | ||
Allocation of net income | $ 2,043,443 | $ 1,681,625 |
Allocation of net income, diluted | $ 1,741,825 | |
Denominator: Weighted average ordinary shares | ||
Basic and diluted weighted average ordinary shares outstanding | 13,718,750 | |
Basic and diluted net income per ordinary share | $ 0.15 | |
Basic weighted average ordinary shares outstanding | 13,718,750 | 12,811,458 |
Diluted weighted average ordinary shares outstanding | 13,718,750 | 13,718,750 |
Basic net income per ordinary share | $ 0.15 | $ 0.13 |
Diluted net income per ordinary share | $ 0.15 | $ 0.13 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Mar. 09, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
FDIC insured amount | $ 250,000 | ||
Restricted investments term | 185 days | ||
Unrecognized tax benefits | 0 | $ 0 | |
Accrued for interest and penalties | $ 0 | $ 0 | |
US Government Securities [Member] | |||
Restricted investments term | 185 days | ||
Common Class A [Member] | |||
Temporary equity shares outstanding | 54,875,000 | 54,875,000 | |
Common Class A [Member] | Private Placement Warrants [Member] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 20,291,666 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Mar. 09, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Share price | $ 18 | |||
Proceeds from issuance of IPO | $ 0 | $ 548,750,000 | ||
Deferred underwriting commissions non-current | $ 19,206,250 | $ 19,206,250 | ||
Public Warrants [Member] | ||||
Exercise price of warrant | $ 11.50 | |||
IPO [Member] | ||||
Stock issued during period shares | 54,875,000 | |||
Share price | $ 10 | |||
Proceeds from issuance of IPO | $ 548,800,000 | |||
Offering cost | 30,800,000 | |||
Deferred underwriting commissions non-current | $ 19,200,000 | |||
Over-Allotment Option [Member] | ||||
Stock issued during period shares | 4,875,000 | |||
Common Class A [Member] | ||||
Proceeds from issuance of IPO | $ 548,750,000 | |||
Stock conversion basis | one-fifth of one | |||
Exercise price of warrant | $ 10 | |||
Common Class A [Member] | Public Warrants [Member] | ||||
Shares issuable per warrant | 1 | |||
Exercise price of warrant | $ 11.50 | |||
Common Class A [Member] | IPO [Member] | ||||
Stock issued during period shares | 54,875,000 | |||
Share price | $ 10 | |||
Proceeds from issuance of IPO | $ 548,800,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Aug. 25, 2021 | Jun. 22, 2021 | Mar. 09, 2021 | Feb. 21, 2021 | Dec. 09, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Apr. 18, 2021 |
Related Party Transaction [Line Items] | |||||||||
Proceeds received from private placement | $ 0 | $ 13,975,001 | |||||||
Minimum lock in period for transfer, assign or sell warrants after completion of IPO | 30 days | ||||||||
Debt instrument, face amount | $ 300,000 | ||||||||
Expenses incurred for the period | $ 30,000 | 10,000 | |||||||
Administrative Services Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expenses incurred for the period | 30,000 | 10,000 | |||||||
Accrued expenses for services | 20,000 | $ 10,000 | |||||||
Working Capital Loan [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument convertible into warrants | $ 1,500,000 | ||||||||
Debt instrument conversion price | $ 1.50 | ||||||||
Due to related parties current | 0 | $ 0 | |||||||
Private Placement Warrants [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Class of warrants and rights issued during the period | 9,316,666 | ||||||||
Class of warrants and rights issued, price per warrant | $ 1.50 | ||||||||
Proceeds received from private placement | $ 14,000,000 | ||||||||
IPO [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued during period, shares, new issues | 54,875,000 | ||||||||
Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related parties current | 0 | $ 0 | |||||||
Sponsor [Member] | Office Space Administrative and Support Services [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, amounts of transaction | $ 10,000 | ||||||||
Sponsor [Member] | Promissory Note [member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from related party debt | $ 153,000 | ||||||||
Debt instrument interest rate | 0.00% | ||||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Exercise price of warrant | $ 11.50 | ||||||||
Minimum lock in period for transfer, assign or sell warrants after completion of IPO | 30 days | ||||||||
Founder shares [Member] | IPO [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, threshold percentage on conversion of shares | 20.00% | ||||||||
Founder shares [Member] | Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued, shares, share-based payment arrangement, forfeited | 1,875,000 | ||||||||
Independent Directors [Member] | Founder shares [Member] | Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued during period, shares, new issues | 35,000 | 35,000 | 35,000 | ||||||
Common Class A [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Temporary equity shares outstanding | 54,875,000 | 54,875,000 | |||||||
Exercise price of warrant | $ 10 | ||||||||
Common Class A [Member] | Private Placement Warrants [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Class of warrant or right, number of securities called by warrants or rights | 1 | ||||||||
Common Class A [Member] | IPO [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued during period, shares, new issues | 54,875,000 | ||||||||
Common Class A [Member] | Sponsor [Member] | Share Price More Than Or Equals To $12.00 [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share transfer, trigger per share | $ 12 | ||||||||
Number of consecutive trading days for determining share price | 20 days | ||||||||
Number of trading days for determining share price. | 30 days | ||||||||
Threshold number of trading days for determining share price from date of business combination | 150 days | ||||||||
Common Class A [Member] | Founder shares [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, threshold percentage on conversion of shares | 20.00% | ||||||||
Common Class B [Member] | Founder shares [Member] | Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Issuance of Class B ordinary shares to Sponsor, Value | $ 25,000 | ||||||||
Stock issued during period, shares, new issues | 14,375,000 | ||||||||
Temporary equity shares outstanding | 656,250 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Mar. 09, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Commitments And Contingencies Disclosure [Line Items] | ||||
Underwriting discount paid per unit | $ 0.20 | |||
Underwriting expense paid | $ 11,000,000 | |||
Deferred underwriting commission per unit | $ 0.35 | |||
Deferred underwriting commissions | $ 19,206,250 | $ 19,206,250 | ||
Contingent fee | $ 856,000 | $ 0 | ||
Common Class A [Member] | Over-Allotment Option [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Over-allotment option vesting period | 45 days |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||
Temporary Equity, Shares Authorized | 500,000,000 | |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Temporary Equity Voting Rights | one | |
Temporary equity shares outstanding | 54,875,000 | 54,875,000 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption - Summary Of Reconciliation Of Class A Ordinary Shares Subject to Possible Redemption Reflected on The Balance Sheet (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | |||
Gross proceeds | $ 0 | $ 548,750,000 | |
Accretion of Class A ordinary shares subject to possible redemption amount | $ 43,310,400 | ||
Common Class A [Member] | |||
Temporary Equity [Line Items] | |||
Gross proceeds | 548,750,000 | ||
Fair Value Of Public Warrants At Issuance | (13,279,750) | ||
Offering Costs Allocated To Common Stock Subject To Possible Redemption | (30,030,650) | ||
Accretion of Class A ordinary shares subject to possible redemption amount | 43,310,400 | ||
Class A ordinary shares subject to possible redemption | $ 548,750,000 | $ 548,750,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | Mar. 09, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | |||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Preferred stock shares issued | 0 | 0 | |
Preferred stock shares outstanding | 0 | 0 | |
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares authorized | 500,000,000 | 500,000,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 54,875,000 | 54,875,000 | |
Common stock shares outstanding | 54,875,000 | 54,875,000 | |
Temporary equity shares outstanding | 54,875,000 | 54,875,000 | |
Stock conversion basis | one-fifth of one | ||
Common Class A [Member] | Founder Shares [Member] | |||
Class of Stock [Line Items] | |||
Common stock, threshold percentage on conversion of shares | 20.00% | ||
Stock conversion basis | one vote for each share | ||
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares authorized | 50,000,000 | 50,000,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 13,718,750 | 13,718,750 | |
Common stock shares outstanding | 13,718,750 | 13,718,750 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - $ / shares | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 09, 2021 | |
Class of Warrant or Right [Line Items] | |||
Minimum lock in period for transfer, assign or sell warrants after completion of IPO | 30 days | ||
Share price | $ 18 | ||
Share Price Equal or Less $9.20 per dollar [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, exercise price adjustment percentage higher of market value | 115.00% | ||
Share Price Equal or Exceeds $18.00 per dollar [Member] | |||
Class of Warrant or Right [Line Items] | |||
Share redemption trigger price | $ 18 | ||
Class of warrants, redemption notice period | 30 days | ||
Share Price Equal or Less $10.00 per dollar [Member] | |||
Class of Warrant or Right [Line Items] | |||
Share redemption trigger price | $ 10 | ||
Common Class A [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrant | 10 | ||
Common Class A [Member] | Redemption of Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Common stock, convertible, conversion price | 0.361 | ||
Common Class A [Member] | Share Price Equal or Less $9.20 per dollar [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrant | 9.20 | ||
Share redemption trigger price | $ 9.20 | ||
Minimum percentage gross proceeds required from issuance of equity | 60.00% | ||
Class of warrant or right, minimum notice period for redemption | 20 days | ||
Common Class A [Member] | Share Price Equal or Exceeds $18.00 per dollar [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrant | $ 18 | ||
Common Class A [Member] | Share Price Equal or Exceeds $18.00 per dollar [Member] | Redemption of Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrants, redemption price per unit | $ 0.01 | ||
Class of warrants, redemption notice period | 30 days | ||
Share price | $ 18 | ||
Number of consecutive trading days for determining share price | 20 days | ||
Number of trading days for determining share price. | 30 days | ||
Common Class A [Member] | Share Price Equal or Less $10.00 per dollar [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrant | $ 10 | ||
Class of warrant or right, exercise price adjustment percentage higher of market value | 180.00% | ||
Class of warrants, redemption notice period | 10 days | ||
Common Class A [Member] | Share Price Equal or Less $10.00 per dollar [Member] | Redemption of Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrants, redemption price per unit | $ 0.10 | ||
Class of warrants, redemption notice period | 30 days | ||
Share price | $ 10 | ||
Public Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants or rights outstanding | 10,975,000 | 10,975,000 | |
Warrants exercisable term from the date of completion of business combination | 30 days | ||
Warrants exercisable term from the closing of IPO | 12 months | ||
Minimum lock in period for SEC registration from date of business combination | 15 days | ||
Minimum lock in period to become effective after the closing of the initial business combination | 60 days | ||
Exercise price of warrant | $ 11.50 | ||
Warrants and rights outstanding, term | 5 years | ||
Public Warrants [Member] | Common Class A [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrant | $ 11.50 | ||
Private Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants or rights outstanding | 9,316,666 | 9,316,666 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | $ 548,831,322 | $ 548,786,670 |
Level 1 [Member] | Derivative Financial Instruments, Liabilities [Member] | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 4,938,750 | |
Level 2 [Member] | Derivative Financial Instruments, Liabilities [Member] | Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | $ 4,192,500 | |
Level 3 [Member] | Derivative Financial Instruments, Liabilities [Member] | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 10,975,000 | |
Level 3 [Member] | Derivative Financial Instruments, Liabilities [Member] | Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | $ 9,316,670 |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Change in the Fair Value of Derivative Warrant Liabilities (Detail) - Level 3 [Member] - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Derivative warrant liabilities at Beginning balance | $ 20,291,670 | $ 0 | $ 20,088,750 | $ 0 |
Issuance of Public and Private Warrants | 24,552,920 | |||
Change in fair value of derivative warrant liabilities | 1,420,420 | 0 | (4,464,170) | |
Derivative warrant liabilities at Ending balance | 0 | 20,291,670 | 0 | $ 20,088,750 |
Public Warrant [Member] | ||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Transfer of Level 3 | (10,975,000) | 10,206,750 | (10,865,250) | |
Private Warrant [Member] | ||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Transfer of Level 3 | $ 8,664,500 | $ (9,223,500) | ||
Private Placement Warrant [Member] | ||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Transfer of Level 3 | $ (9,316,670) |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Private Placement Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Estimated fair value of warrants transferred from level three to level two measurement | $ 9,316,670 |
Public Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Estimated fair value of warrants transferred from level three to level one measurement | $ 10,975,000 |