Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity File Number | 001-40013 | |
Entity Registrant Name | RMG Acquisition Corp. III | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1574120 | |
Entity Address, Address Line One | 57 Ocean, Suite 403 | |
Entity Address, Address Line Two | 5775 Collins Avenue | |
Entity Address, City or Town | Miami Beach | |
Entity Address State Or Province | FL | |
Entity Address, Postal Zip Code | 33140 | |
City Area Code | 786 | |
Local Phone Number | 584-8352 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001838108 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Ordinary Shares included as part of the units | |
Trading Symbol | RMGC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 48,300,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,075,000 | |
Units Each Consisting Of One Class Ordinary Share And One Fifth Of One Redeemable Warrant [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 | RMGCU | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants Exercisable For Class Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | |
Trading Symbol | RMGCW | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 233,928 | $ 93,599 |
Prepaid expenses | 542,142 | 568,058 |
Total current assets | 776,070 | 661,657 |
Investments held in Trust Account | 483,060,748 | 483,012,312 |
Other assets | 0 | 47,083 |
Total Assets | 483,836,818 | 483,721,052 |
Current liabilities: | ||
Accounts payable | 125,508 | 73,405 |
Accrued expenses | 420,127 | 90,287 |
Total current liabilities | 545,635 | 163,692 |
Deferred legal fees | 250,000 | 250,000 |
Deferred underwriting commissions | 16,905,000 | 16,905,000 |
Convertible working capital loan – related party | 369,113 | 0 |
Derivative warrant liabilities | 7,890,620 | 14,301,100 |
Total liabilities | 25,960,368 | 31,619,792 |
Commitments and Contingencies | ||
Class A ordinary shares; 48,300,000 and no shares subject to possible redemption at $10.00 per share at March 31, 2022 and December 31, 2021, respectively | 483,000,000 | 483,000,000 |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 0 | 0 |
Additional paid-in capital | 0 | |
Accumulated deficit | (25,124,758) | (30,899,948) |
Total shareholders' deficit | (25,123,550) | (30,898,740) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 483,836,818 | 483,721,052 |
Class A Common Stock | ||
Shareholders' Deficit: | ||
Common stock | 0 | 0 |
Class B Common Stock | ||
Shareholders' Deficit: | ||
Common stock | $ 1,208 | $ 1,208 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 500,000,000 | 500,000,000 |
Temporary equity shares outstanding | 48,300,000 | 48,300,000 |
Class A Common Stock Subject to Redemption | ||
Temporary equity shares outstanding | 48,300,000 | 0 |
Purchase price, per unit | $ 10 | $ 10 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 50,000,000 | 50,000,000 |
Common shares, shares issued | 12,075,000 | 12,075,000 |
Common shares, shares outstanding | 12,075,000 | 12,075,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
General and administrative expenses | $ 689,613 | $ 259,412 |
Loss from operations | (689,613) | (259,412) |
Other income (expense) | ||
Change in fair value of derivative liabilities | 6,418,128 | (1,221,950) |
Financing costs - warrant liabilities | 0 | (734,320) |
Interest income | 0 | 19 |
Interest expenses | (1,761) | 0 |
Unrealized gain on investments held in Trust Account | 48,436 | 16,726 |
Total other income (expense) | 6,464,803 | (1,939,525) |
Net income (loss) | $ 5,775,190 | $ (2,198,937) |
Weighted average Class B ordinary shares, basic and diluted | 12,075,000 | 11,392,500 |
Basic and diluted net income (loss) per ordinary share | $ 0.10 | $ (0.06) |
Common Stock Subject to Redemption [Member] | ||
Other income (expense) | ||
Weighted average Class A ordinary shares, basic and diluted | 48,300,000 | 27,370,000 |
Basic and diluted net income (loss) per ordinary share | $ 0.10 | $ (0.06) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Total | Additional Paid-in Capital | Accumulated Deficit | Class A Common Stock | Class A Common StockOrdinary Shares | Class B Common Stock | Class B Common StockOrdinary Shares |
Balance at the beginning at Dec. 31, 2020 | $ 10,221 | $ 23,792 | $ (14,779) | $ 0 | $ 1,208 | ||
Balance at the beginning (in shares) at Dec. 31, 2020 | 0 | 12,075,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Excess purchase price above fair value of private placement warrants | 1,383,265 | 1,383,265 | |||||
Accrection on Class A ordinary shares subject to possible redemption | (39,269,845) | (1,407,057) | (37,862,788) | ||||
Net income | (2,198,937) | (2,198,937) | $ (1,552,658) | $ (646,279) | |||
Balance at the end at Mar. 31, 2021 | (40,075,296) | 0 | (40,076,504) | $ 0 | $ 1,208 | ||
Balance at the end (in shares) at Mar. 31, 2021 | 0 | 12,075,000 | |||||
Balance at the beginning at Dec. 31, 2021 | (30,898,740) | 0 | (30,899,948) | $ 0 | $ 1,208 | ||
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 12,075,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 5,775,190 | 5,775,190 | $ 4,620,152 | $ 1,155,038 | |||
Balance at the end at Mar. 31, 2022 | $ (25,123,550) | $ 0 | $ (25,124,758) | $ 0 | $ 1,208 | ||
Balance at the end (in shares) at Mar. 31, 2022 | 0 | 12,075,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 5,775,190 | $ (2,198,937) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of derivative liabilities | (6,418,128) | 1,221,950 |
Financing costs - warrant liabilities | 0 | 734,320 |
Interest expenses | 1,761 | 0 |
Unrealized gain on investments held in Trust Account | (48,436) | (16,726) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 72,999 | (1,047,537) |
Accounts payable | 52,103 | (62,086) |
Accrued expenses | 329,840 | 3,687 |
Net cash used in operating activities | (234,671) | (1,365,329) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | 0 | (483,000,000) |
Net cash used in investing activities | 0 | (483,000,000) |
Cash Flows from Financing Activities: | ||
Proceeds from note payable to related party | 0 | 30,212 |
Repayment of note payable to related party | 0 | (135,000) |
Proceeds from promissory note | 375,000 | 0 |
Proceeds received from initial public offering, gross | 0 | 483,000,000 |
Proceeds received from private placement | 0 | 12,324,495 |
Offering costs paid | 0 | (9,710,907) |
Net cash provided by financing activities | 375,000 | 485,508,800 |
Net increase in cash | 140,329 | 1,143,471 |
Cash - beginning of the period | 93,599 | 0 |
Cash - end of the period | 233,928 | 1,143,471 |
Supplemental disclosure of noncash investing and financing activities: | ||
Offering costs included in accounts payable | 0 | 84,340 |
Offering costs included in accrued expenses | 0 | 85,450 |
Offering costs paid by related party under promissory note | 0 | 104,788 |
Deferred legal fees | 0 | 250,000 |
Deferred underwriting commissions | 0 | 16,905,000 |
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | $ 0 | $ 25,000 |
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 RMG Acquisition Corp. III (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on December 23, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of March 31, 2022, the Company had not yet commenced operations. All activity for the period from December 23, 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. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is RMG Sponsor III, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 4, 2021. On February 9, 2021, the Company consummated its Initial Public Offering of 48,300,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 6,300,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $483.0 million, and incurring offering costs of approximately $27.1 million, of which approximately $16.9 million was for deferred underwriting commissions and $250,000 was for deferred legal fees (Note 7). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 8,216,330 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $12.3 million (Note 9). Upon the closing of the Initial Public Offering and the Private Placement, $483.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and have been invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, expenses relating to the administration of the trust account and limited withdrawals for working capital). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which will be adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to the Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers and directors 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% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 9, 2023, (the “Combination Period”), the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable, expenses relating to the administration of the trust account and limited withdrawals for working capital), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. 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 7) 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, expenses relating to the administration of the trust account and limited withdrawals for working capital, 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. Going Concern As of March 31, 2022, the Company had approximately $234,000 in its operating bank account and working capital of approximately $230,000. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company’s liquidity needs to date have been satisfied through a payment of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 6), the loan of $135,000 from the Sponsor pursuant to the Note (as defined in Note 6), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on February 12, 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 6). As of March 31, 2022 and December 31, 2021, there was $375,000 and $0, respectively, outstanding under any Working Capital Loan. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2-Summary Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and Article 10 of Regulation 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of March 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2022. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the 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 unrealized gain on 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. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates 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. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Working Capital Loan Option On January 19, 2022, the Sponsor agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the Company. At the option of the Sponsor, the outstanding principle of $375,000 may be converted into that number of warrants (“Conversion Warrants”) equal to the outstanding principle of the note divided by $1.50. The option (“Working Capital Loan Option”) to convert the working capital loans into warrants qualifies as an embedded derivative under ASC 815 and is required to be recognized at fair value with subsequent changes in fair value recognized in Company’s condensed statements of operations each reporting period until the loan is repaid or converted. As of March 31, 2022, the fair value of the Working Capital Loan Option was $180 , see Note 9. Derivative Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 and 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 issued in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Warrants issued in connection with our Initial Public Offering have subsequently been measured based on the listed market price of such warrants. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred in connection with 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 ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 48,300,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. There were no Class A ordinary shares issued or outstanding as of December 31, 2020. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not 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 statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Ordinary Share The Company has two classes of shares issued and outstanding: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 17,876,330, of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended March 31, 2022 and 2021. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share, as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each ordinary share class. For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income (loss) $ 4,620,152 $ 1,155,038 $ (1,552,658) $ (646,279) Denominator: Basic and diluted weighted average common shares outstanding 48,300,000 12,075,000 27,370,000 11,392,500 Basic and diluted net income (loss) per common share $ 0.10 $ 0.10 $ (0.06 ) $ (0.06 ) Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncement, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3-Initial On February 9, 2021, the Company consummated its Initial Public Offering of 48,300,000 Units, including 6,300,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $483.0 million, and incurring offering costs of approximately $27.1 million, of which approximately $16.9 million was for deferred underwriting commissions and $250,000 was for deferred legal fees. Each Unit consists of one Class A ordinary share and one |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4-Related Founder Shares In December 2020, the Sponsor paid an aggregate of $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 10,062,500 ordinary shares (the “Founder Shares”). On January 30, 2021, the Company effectuated a 5-for- 6 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 8,216,330 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $12.3 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares 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 30, 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 $1,500,000 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. On January 19, 2022, the Sponsor agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the Company. As of March 31, 2022, an aggregate of $375,000 had been funded under the loan agreement. At the option of the Sponsor, the outstanding principle of $375,000 may be converted into Conversion Warrants equal to the outstanding principle of the note divided by $1.50. Upon funding of the loan, the Company recognized the initial fair value of the Working Capital Loan Option of approximately $7,800 as a debt discount, which is classified as a component of the working capital loan and amortized to interest expense over the expected term of the loan. For the three months ended March 31, 2022, the Company amortized approximately $1,800 of the debt discount, classified as interest expense in the accompanying condensed statements of operations. As of March 31, 2022, the Company had $375,000 borrowings outstanding under the Working Capital Loans. A reconciliation of the carrying value and the principal value, as of March 31, 2022, follows: March 31, 2022 Principal value of convertible working capital loan $ 375,000 Fair value of Working Capital Loan Option 180 Debt discount (6,067 ) Carrying value of convertible working capital loan - related party $ 369,113 Administrative Services Agreement Commencing on the effective date of the Registration Statement, the Company agreed to pay an affiliate of the Sponsor a total of $20,000 per month for office space, administrative and support services (including salaries). Upon the Company’s liquidation, the Company will cease paying these monthly fees. Upon completion of the Initial Business Combination, the Company will pay to such affiliate an amount equal to $20,000 multiplied by the number of whole months remaining between the date of the completion of the Initial Business Combination and the date that is 24 The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 5-Commitments & Contingencies Registration and Shareholder Rights Agreement 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 and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $9.7 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $16.9 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 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 and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. |
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. As of March 31, 2022 and December 31, 2021, there were 48,300,000 Class A ordinary shares issued and outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the condensed balance sheets. The Class A ordinary shares issued in the Initial Public Offering were recognized in Class A ordinary shares subject to possible redemption as follows: Gross Proceeds $ 483,000,000 Less: — Offering costs allocated to Class A shares subject to possible redemption (26,406,165 ) Proceeds allocated to Public Warrants at issuance (12,863,680 ) Plus: Accrection on Class A ordinary shares subject to possible redemption amount 39,269,845 Class A ordinary shares subject to possible redemption $ 483,000,000 |
Shareholders' (Deficit) Equity
Shareholders' (Deficit) Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' (Deficit) Equity | Note 7-Shareholders’ Preference Shares s of Class A Ordinary Shares s of Class B Ordinary Shares 10,062,500 5 -for-6 Only holders of Class B ordinary shares will have the right to vote on the election of directors prior to the initial Business Combination. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the shareholders, except as required by law. Each ordinary share will have one vote on all such matters. 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 holder, on a one-for-one sub-divisions, as-converted |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 8-Derivative As of March 31, 2022 and December 31, 2021, the Company had 9,660,000 and 8,216,330 Public Warrants and Private Placement Warrants, respectively, 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 or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the 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 20 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, requires 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 Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under the caption “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 for cash 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 for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30 – trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading The “fair market value” of Class A ordinary shares shall mean the average reported last sale price of Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the Company be required to net cash settle any warrant. 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 Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - U.S. Treasury Securities $ 483,060,748 $ — $ — Liabilities Derivative liabilities - Public Warrants $ 4,263,920 $ — $ — Derivative liabilities - Private Warrants — — 3,626,700 Working capital loan option — — 180 December 31, 2021: Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - U.S. Treasury Securities $ 483,012,312 $ — $ — Liabilities Derivative liabilities - Public Warrants $ 7,728,000 $ — $ — Derivative liabilities - Private Warrants — — 6,573,100 Transfers to/from Levels 1 2 Level 1 assets include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The Company’s Working Capital Loan Option is valued using a probability-weighted Black Scholes option pricing model. For the three months ended March 31, 2022 and 2021, the Company recognized a change to the statement of operations resulting from a decrease (increase) in the fair value of liabilities of approximately $6.4 million and $(1.2 ) million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The estimated fair value of the Private Placement Warrants, Working Capital Loan Option and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility for its Private Placement Warrants based on the implied volatility from the Company’s traded warrants and from historical volatility of select peer companies ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: Private Warrants March 31 December 31, 2022 2021 Share price $ 9.80 $ 9.77 Volatility 6.8 % 15.3 % Expected life of the options to convert 5.61 5.60 Risk-free rate 2.41 % 1.32 % Dividend yield — — Working Capital Loan Option January 20, March 31, 2022 2021 Strike price of debt conversion $ 1.50 $ 1.50 Volatility 12.1 % 6.8 % Expected life of the options to convert 5.82 5.63 Risk-free rate 1.68 % 2.41 % Dividend yield — — The change in the fair value of the Level 3 derivative warrant liabilities for the period from January 13, 2021 (inception) through March 31, 2022 is summarized as follows: Public Private Total Derivative warrant liabilities at December 31, 2020 $ — $ — $ — Issuance of Public and Private Warrants 12,863,680 10,941,230 23,804,910 Transfer of Public Warrants to Level 1 (13,524,000 ) — (13,524,000 ) Change in fair value of derivative warrant liabilities 660,320 (4,368,130 ) (3,707,810 ) Derivative warrant liabilities at December 31, 2021 — 6,573,100 6,573,100 Change in fair value of derivative warrant liabilities — (2,946,400 ) (2,946,400 ) Derivative warrant liabilities at March 31, 2022 $ — $ 3,626,700 $ 3,626,700 The change in the fair value of the Working Capital Loan Option measured with Level 3 inputs for the three months ended March 31, 2022 is summarized as follows: Fair value at December 31, 2021 $ — Initial fair value of Working Capital Loan Option 7,828 Change in fair value of Working capital loan option (7,648 ) Fair value at March 31, 2022 $ 180 |
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 occurring through the date the financial statement were issued. There are no such events requiring potential adjustment to or disclosure in the unaudited condensed financial statements and the Company has concluded that all such events that would require recognition or disclosure have been recognized or disclosed. |
Summary of Significant Accoun_2
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 of the Company are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and Article 10 of Regulation 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of March 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2022. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the 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 unrealized gain on 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. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates |
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. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Working Capital Loan | Working Capital Loan Option On January 19, 2022, the Sponsor agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the Company. At the option of the Sponsor, the outstanding principle of $375,000 may be converted into that number of warrants (“Conversion Warrants”) equal to the outstanding principle of the note divided by $1.50. The option (“Working Capital Loan Option”) to convert the working capital loans into warrants qualifies as an embedded derivative under ASC 815 and is required to be recognized at fair value with subsequent changes in fair value recognized in Company’s condensed statements of operations each reporting period until the loan is repaid or converted. As of March 31, 2022, the fair value of the Working Capital Loan Option was $180 , see Note 9. |
Derivative warrant liabilities | Derivative Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 and 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 issued in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Warrants issued in connection with our Initial Public Offering have subsequently been measured based on the listed market price of such warrants. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred in connection with 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 ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 48,300,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. There were no Class A ordinary shares issued or outstanding as of December 31, 2020. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not 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 statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net income ( loss) per ordinary shares | Net Income (Loss) Per Ordinary Share The Company has two classes of shares issued and outstanding: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 17,876,330, of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended March 31, 2022 and 2021. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share, as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each ordinary share class. For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income (loss) $ 4,620,152 $ 1,155,038 $ (1,552,658) $ (646,279) Denominator: Basic and diluted weighted average common shares outstanding 48,300,000 12,075,000 27,370,000 11,392,500 Basic and diluted net income (loss) per common share $ 0.10 $ 0.10 $ (0.06 ) $ (0.06 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncement, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Class A Ordinary Shares Subject to Possible Redemtion is Excluded from Earning Per Share | The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each ordinary share class. For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income (loss) $ 4,620,152 $ 1,155,038 $ (1,552,658) $ (646,279) Denominator: Basic and diluted weighted average common shares outstanding 48,300,000 12,075,000 27,370,000 11,392,500 Basic and diluted net income (loss) per common share $ 0.10 $ 0.10 $ (0.06 ) $ (0.06 ) |
Related Party Transactions (Ta
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Disclosure In Tabular Form Of Reconciliation Between Carrying Value And Principal Value Of Convertible Debt [Table Text Block] | As of March 31, 2022, the Company had $375,000 borrowings outstanding under the Working Capital Loans. A reconciliation of the carrying value and the principal value, as of March 31, 2022, follows: March 31, 2022 Principal value of convertible working capital loan $ 375,000 Fair value of Working Capital Loan Option 180 Debt discount (6,067 ) Carrying value of convertible working capital loan - related party $ 369,113 |
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 Ordinary shares Issued Rrecognized in Class A Ordinary Shares Subject To Possible Redemption | The Class A ordinary shares issued in the Initial Public Offering were recognized in Class A ordinary shares subject to possible redemption as follows: Gross Proceeds $ 483,000,000 Less: — Offering costs allocated to Class A shares subject to possible redemption (26,406,165 ) Proceeds allocated to Public Warrants at issuance (12,863,680 ) Plus: Accrection on Class A ordinary shares subject to possible redemption amount 39,269,845 Class A ordinary shares subject to possible redemption $ 483,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of company's assets 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 Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - U.S. Treasury Securities $ 483,060,748 $ — $ — Liabilities Derivative liabilities - Public Warrants $ 4,263,920 $ — $ — Derivative liabilities - Private Warrants — — 3,626,700 Working capital loan option — — 180 December 31, 2021: Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - U.S. Treasury Securities $ 483,012,312 $ — $ — Liabilities Derivative liabilities - Public Warrants $ 7,728,000 $ — $ — Derivative liabilities - Private Warrants — — 6,573,100 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: Private Warrants March 31 December 31, 2022 2021 Share price $ 9.80 $ 9.77 Volatility 6.8 % 15.3 % Expected life of the options to convert 5.61 5.60 Risk-free rate 2.41 % 1.32 % Dividend yield — — Working Capital Loan Option January 20, March 31, 2022 2021 Strike price of debt conversion $ 1.50 $ 1.50 Volatility 12.1 % 6.8 % Expected life of the options to convert 5.82 5.63 Risk-free rate 1.68 % 2.41 % Dividend yield — — |
Schedule of change in the fair value of the warrant liabilities | The change in the fair value of the Level 3 derivative warrant liabilities for the period from January 13, 2021 (inception) through March 31, 2022 is summarized as follows: Public Private Total Derivative warrant liabilities at December 31, 2020 $ — $ — $ — Issuance of Public and Private Warrants 12,863,680 10,941,230 23,804,910 Transfer of Public Warrants to Level 1 (13,524,000 ) — (13,524,000 ) Change in fair value of derivative warrant liabilities 660,320 (4,368,130 ) (3,707,810 ) Derivative warrant liabilities at December 31, 2021 — 6,573,100 6,573,100 Change in fair value of derivative warrant liabilities — (2,946,400 ) (2,946,400 ) Derivative warrant liabilities at March 31, 2022 $ — $ 3,626,700 $ 3,626,700 The change in the fair value of the Working Capital Loan Option measured with Level 3 inputs for the three months ended March 31, 2022 is summarized as follows: Fair value at December 31, 2021 $ — Initial fair value of Working Capital Loan Option 7,828 Change in fair value of Working capital loan option (7,648 ) Fair value at March 31, 2022 $ 180 |
Description of Organization a_2
Description of Organization and Business Operations (Details) | Feb. 09, 2021USD ($)$ / sharesshares | Oct. 14, 2020 | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||||
Condition for future business combination number of businesses minimum | 1 | ||||
Deferred underwriting commission | $ 250,000 | $ 250,000 | |||
Proceeds from issuance initial public offering | 0 | $ 483,000,000 | |||
Proceeds received from private placement | $ 0 | 12,324,495 | |||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80.00% | ||||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | ||||
Minimum net tangible assets upon consummation of the Business Combination | $ 5,000,001 | ||||
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent | 15.00% | ||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||||
Redemption period upon closure | 10 days | ||||
Business combination closing months | 24 months | ||||
Maximum net interest to pay dissolution expenses | $ 100,000 | ||||
Cash operating bank account | 233,928 | 93,599 | |||
Working capital | 230,000 | ||||
Aggregate purchase price | 25,000 | ||||
Loan from the Sponsor | 0 | $ 30,212 | |||
Loans from working capital | 375,000 | $ 0 | |||
Sponsor | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Loan from the Sponsor | $ 135,000 | ||||
Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 8,216,330 | ||||
Price of warrant | $ / shares | $ 1.50 | ||||
Proceeds received from private placement | $ 12,300,000 | ||||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Underwriting commission | $ 16,900,000 | ||||
Deferred underwriting commission | $ 250,000 | ||||
Sale of units in initial public offering, less allocation of proceeds to Public Warrants (in shares) | shares | 48,300,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Proceeds from issuance initial public offering | $ 483,000,000 | ||||
Offering Costs | $ 27,100,000 | ||||
Private Placement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in initial public offering, less allocation of proceeds to Public Warrants (in shares) | shares | 483,000,000 | ||||
Private Placement | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 8,216,330 | ||||
Price of warrant | $ / shares | $ 1.50 | ||||
Proceeds received from private placement | $ 12,300,000 | ||||
Over-Allotment Units | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in initial public offering, less allocation of proceeds to Public Warrants (in shares) | shares | 6,300,000 | ||||
Purchase price, per unit | $ / shares | $ 10 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Jan. 19, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash equivalents | $ 0 | |||
FDIC Insurance coverage amount | 250,000 | |||
Unrecognized tax benefits | 0 | |||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | |||
Anti-dilutive securities attributable to warrants (in shares) | 17,876,330 | |||
Embedded Derivative, Fair Value of Embedded Derivative Liability | $ 180 | |||
Working Capital Convertible Debt [Member] | ||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | $ 180 | |||
Sponsor [Member] | Working Capital Convertible Debt [Member] | ||||
Debt Instrument, Convertible, Conversion Price | $ 1.50 | |||
Debt Instrument, Face Amount | $ 500,000 | |||
Debt Instrument Convertible Into Equity Related Warrants | $ 375,000 | |||
Class A ordinary Shares Subject to Possible Redemption | ||||
Class A ordinary shares subject to possible redemption | 48,300,000 | 48,300,000 | ||
Class A Common Stock | ||||
Class A ordinary shares subject to possible redemption | 48,300,000 | 48,300,000 | 0 | |
Class A ordinary shares issued | 48,300,000 | 48,300,000 | 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Class A Ordinary Shares Subject to Possible Redemtion is Excluded from Earning Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Allocation of net income (loss) | $ 5,775,190 | $ (2,198,937) |
Denominator: | ||
Basic and diluted weighted average common shares outstanding | 12,075,000 | 11,392,500 |
Basic and diluted net income (loss) per common share | $ 0.10 | $ (0.06) |
Class A Common Stock | ||
Numerator: | ||
Allocation of net income (loss) | $ 4,620,152 | $ (1,552,658) |
Denominator: | ||
Basic and diluted weighted average common shares outstanding | 48,300,000 | 27,370,000 |
Basic and diluted net income (loss) per common share | $ 0.10 | $ (0.06) |
Class B Common Stock | ||
Numerator: | ||
Allocation of net income (loss) | $ 1,155,038 | $ (646,279) |
Denominator: | ||
Basic and diluted weighted average common shares outstanding | 12,075,000 | 11,392,500 |
Basic and diluted net income (loss) per common share | $ 0.10 | $ (0.06) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Feb. 09, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds received from initial public offering, gross | $ 0 | $ 483,000,000 | ||
Offering costs | 0 | 9,710,907 | ||
Deferred underwriting commissions | 16,905,000 | $ 16,905,000 | ||
Deferred legal fees | $ 0 | $ 250,000 | ||
Public Warrant | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Exercise price of warrants | $ 11.50 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 48,300,000 | |||
Purchase price, per unit | $ 10 | |||
Proceeds received from initial public offering, gross | $ 483,000,000 | |||
Offering costs | 27,100,000 | |||
Deferred underwriting commissions | 16,900,000 | $ 16,900,000 | ||
Deferred legal fees | $ 250,000 | |||
Initial Public Offering | Public Warrant | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares in a unit | 1 | |||
Number of warrants in a unit | 0.2 | |||
Number of shares issuable per warrant | 1 | |||
Exercise price of warrants | $ 11.50 | |||
Over-Allotment Units | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 6,300,000 | |||
Purchase price, per unit | $ 10 |
Related Party Transactions - Su
Related Party Transactions - Summary of Reconciliation Between Carrying Value And Principal Value Of Convertible Debt (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Principal value of convertible working capital loan | $ 375,000 | |
Fair value of Working Capital Loan Option | 180 | |
Debt discount | (6,067) | |
Carrying value of convertible working capital loan - related party | $ 369,113 | $ 0 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Jan. 30, 2021shares | Dec. 31, 2020USD ($)shares | Mar. 31, 2022USD ($)Day$ / sharesshares | Dec. 31, 2021shares | Feb. 09, 2021shares |
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | $ 25,000 | ||||
Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Stock split ratio | 1.2 | ||||
Common shares, shares outstanding (in shares) | 12,075,000 | 12,075,000 | 12,075,000 | 10,062,500 | |
Shares subject to forfeiture | 1,575,000 | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||||
Founder Shares | Sponsor | Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | $ 25,000 | ||||
Number of shares issued | 10,062,500 | ||||
Stock split ratio | 1.2 | ||||
Common shares, shares outstanding (in shares) | 12,075,000 | ||||
Shares subject to forfeiture | 1,575,000 | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||||
Shares no longer subject to forfeiture | 1,575,000 | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Day | 20 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Day | 30 | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Jan. 19, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Feb. 09, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||
Proceeds received from issuance of warrants | $ 0 | $ 12,324,495 | |||
Bank Overdrafts | 375,000 | ||||
Proceeds from Notes Payable | $ 375,000 | 0 | |||
Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from Notes Payable | $ 375,000 | ||||
Embedded Derivative On Working Capital Loans | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Interest Expense | 1,800 | ||||
Initial fair value of Working Capital Loan Option | 7,800 | ||||
Private Placement Warrants | |||||
Related Party Transaction [Line Items] | |||||
Number of warrants issued | 8,216,330 | ||||
Proceeds received from issuance of warrants | $ 12,300,000 | ||||
Exercise price of warrants | $ 11.50 | ||||
Period after completion of initial business combination | 30 days | ||||
Price of warrant | $ 1.50 | ||||
Administrative Services Agreement | |||||
Related Party Transaction [Line Items] | |||||
Expenses per month | $ 20,000 | ||||
Period from the closing of The offering for calculating expenses | 24 months | ||||
Expenses incurred and paid | $ 60,000 | $ 40,000 | |||
Related Party Loans | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||
Amount borrowed | $ 135,000 | ||||
Related Party Loans | Working capital loans warrant | |||||
Related Party Transaction [Line Items] | |||||
Loan conversion agreement warrant | $ 1,500,000 | ||||
Price of warrant | $ 1.50 | ||||
Working Capital Convertible Debt | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt Instrument, Face Amount | $ 500,000 | ||||
Debt Instrument, Convertible, Conversion Price | $ 1.50 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) | Feb. 09, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Commitments & contingencies [Line Items] | |||
Granted Term | 45 days | ||
Underwriting cash discount per unit | $ 0.20 | ||
Underwriter cash discount | $ 9,700,000 | ||
Deferred commission per unit | $ 0.35 | ||
Deferred underwriting commissions | $ 16,905,000 | $ 16,905,000 | |
Over-Allotment Units | |||
Commitments & contingencies [Line Items] | |||
Number of units issued | 6,300,000 | ||
Initial Public Offering | |||
Commitments & contingencies [Line Items] | |||
Number of units issued | 48,300,000 | ||
Deferred underwriting commissions | $ 16,900,000 | $ 16,900,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption - Summary Of Ordinary shares Issued Rrecognized in Class A Ordinary Shares Subject To Possible Redemption (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Temporary Equity Disclosure [Abstract] | ||
Gross Proceeds | $ 483,000,000 | |
Offering costs allocated to Class A shares subject to possible redemption | (26,406,165) | |
Proceeds allocated to Public Warrants at issuance | (12,863,680) | |
Accrection on Class A ordinary shares subject to possible redemption amount | 39,269,845 | |
Class A ordinary shares subject to possible redemption | $ 483,000,000 | $ 483,000,000 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Details) - Class A Common Stock - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Temporary Equity [Line Items] | |||
Temporary equity shares authorized | 500,000,000 | ||
Temporary equity par or stated value per share | $ 0.0001 | ||
Temporary equity shares outstanding | 48,300,000 | 48,300,000 | 0 |
Temporary Equity, Shares Issued | 48,300,000 | 48,300,000 | 0 |
Shareholders' (Deficit) Equity
Shareholders' (Deficit) Equity - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Stockholders' Equity Note [Abstract] | ||
Preferred shares, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Shareholders' (Deficit) Equit_2
Shareholders' (Deficit) Equity - Common Stock Shares (Details) | Jan. 30, 2021shares | Mar. 31, 2022VOTE$ / sharesshares | Dec. 31, 2021$ / sharesshares | Feb. 09, 2021shares |
Class A Common Stock Not Subject to Redemption | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, votes per share | VOTE | 1 | |||
Common shares, shares issued (in shares) | 48,300,000 | 48,300,000 | ||
Common shares, shares outstanding (in shares) | 48,300,000 | 48,300,000 | ||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, shares issued (in shares) | 12,075,000 | 12,075,000 | 10,062,500 | |
Common shares, shares outstanding (in shares) | 12,075,000 | 12,075,000 | 12,075,000 | 10,062,500 |
Stock split ratio | 1.2 | |||
Shares subject to forfeiture | 1,575,000 | |||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 20.00% |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 3 Months Ended | |
Mar. 31, 2022item$ / sharesshares | Dec. 31, 2021shares | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrant outstanding | shares | 8,216,330 | 8,216,330 |
Exercise price of warrants | $ 11.50 | |
Restrictions on transfer period of time after business combination completion | 30 days | |
Public Warrant | ||
Class of Warrant or Right [Line Items] | ||
Warrant outstanding | shares | 9,660,000 | 9,660,000 |
Warrant exercise period condition one | 30 days | |
Warrant exercise period condition two | 12 months | |
Public Warrants expiration term | 5 years | |
Threshold period for filling registration statement after business combination | item | 20 | |
Maximum threshold period for registration statement to become effective after business combination | item | 60 | |
Exercise price of warrants | $ 11.50 | |
Share price | $ 9.20 | |
Threshold trading days for redemption of public warrants | item | 20 | |
Threshold consecutive trading days for redemption of public warrants | item | 10 | |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | |
Public Warrant | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants exercise price adjustment percentage | 115.00% | |
Warrant redemption condition minimum share price | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Threshold trading days for redemption of public warrants | item | 20 | |
Threshold consecutive trading days for redemption of public warrants | item | 30 | |
Redemption period | 30 days | |
Share price trigger used to measure dilution of warrant | $ 18 | |
Public Warrant | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants exercise price adjustment percentage | 180.00% | |
Warrant redemption condition minimum share price | $ 10 | |
Warrant redemption condition minimum share price scenario two | 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Threshold trading days for redemption of public warrants | item | 20 | |
Threshold consecutive trading days for redemption of public warrants | item | 30 | |
Redemption period | 30 days | |
Share price trigger used to measure dilution of warrant | $ 10 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liabilities | $ 7,890,620 | $ 14,301,100 |
Working Capital Loan Option | 180 | |
Fair value assets level 1 to level 2 transfers | 0 | |
Fair value assets level 2 to level 1 transfers | 0 | |
Fair value assets transferred into (out of) level 3 | 3 | |
Level 1 | ||
Assets: | ||
Investments held in Trust Account - U.S. Treasury Securities | 483,060,748 | 483,012,312 |
Level 1 | Public Warrant | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liabilities | 4,263,920 | 7,728,000 |
Level 3 | Working Capital Loan Option | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Working Capital Loan Option | 180 | |
Level 3 | Private Placement Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liabilities | $ 3,626,700 | $ 6,573,100 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) $ in Millions | 3 Months Ended | |||
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Jan. 20, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Decrease (increase) in fair value of liabilities | $ 6.4 | $ (1.2) | ||
Share price | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative Liability, Measurement Input | 9.80 | 9.77 | ||
Volatility | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative Liability, Measurement Input | 0.068 | 0.153 | ||
Volatility | Level 3 | Working Capital Loan Option | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Embedded Derivative Liability, Measurement Input | 0.068 | 0.121 | ||
Expected life of the options to convert | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative Liability, Measurement Input | 5.61 | 5.60 | ||
Expected life of the options to convert | Level 3 | Working Capital Loan Option | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Embedded Derivative Liability, Measurement Input | 5.63 | 5.82 | ||
Risk-free rate | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative Liability, Measurement Input | 0.0241 | 0.0132 | ||
Risk-free rate | Level 3 | Working Capital Loan Option | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Embedded Derivative Liability, Measurement Input | 0.0241 | 0.0168 | ||
Dividend yield | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative Liability, Measurement Input | 0 | 0 | ||
Dividend yield | Level 3 | Working Capital Loan Option | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Embedded Derivative Liability, Measurement Input | 0 | 0 | ||
Strike price of debt conversion | Level 3 | Working Capital Loan Option | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Embedded Derivative Liability, Measurement Input | 1.50 | 1.50 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3 - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 6,573,100 | $ 0 |
Issuance of Public and Private Warrants | 23,804,910 | |
Transfer of Public Warrants to Level 1 | (13,524,000) | |
Change in fair value | (2,946,400) | (3,707,810) |
Ending balance | 3,626,700 | 6,573,100 |
Working Capital Loan Option | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | |
Initial fair value of Working Capital Loan Option | 7,828 | |
Change in fair value | (7,648) | |
Ending balance | 180 | 0 |
Public Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | 0 |
Issuance of Public and Private Warrants | 12,863,680 | |
Transfer of Public Warrants to Level 1 | (13,524,000) | |
Change in fair value | 0 | 660,320 |
Ending balance | 0 | 0 |
Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 6,573,100 | 0 |
Issuance of Public and Private Warrants | 10,941,230 | |
Transfer of Public Warrants to Level 1 | 0 | |
Change in fair value | (2,946,400) | (4,368,130) |
Ending balance | $ 3,626,700 | $ 6,573,100 |