Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | DHC Acquisition Corp. | |
Entity Central Index Key | 0001838163 | |
Entity File Number | 001-40130 | |
Entity Tax Identification Number | 98-1574798 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | E9 | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, Address Line One | 535 Silicon Drive | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Southlake | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 76092 | |
City Area Code | 214 | |
Local Phone Number | 452-2300 | |
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 | DHCA | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 30,945,072 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,736,268 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A ordinary shares, $0.0001 par value, and one-third of one redeemable warrant | |
Trading Symbol | DHCAU | |
Security Exchange Name | NASDAQ | |
Warrant [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 $11.50 | |
Trading Symbol | DHCAW | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 668,679 | $ 861,474 |
Prepaid expenses | 373,872 | 388,666 |
Total Current Assets | 1,042,551 | 1,250,140 |
Investment held in Trust Account | 309,480,929 | 309,450,720 |
TOTAL ASSETS | 310,523,480 | 310,700,860 |
Current liabilities | ||
Accounts payable and accrued expenses | 2,519,800 | 1,024,627 |
Total Current Liabilities | 2,519,800 | 1,024,627 |
Warrant liabilities | 3,796,235 | 8,299,434 |
Deferred underwriting fee payable | 10,830,775 | 10,830,775 |
Total Liabilities | 17,146,810 | 20,154,836 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption; 30,945,072 shares at a redemption value of $10.00 per share at March 31, 2022 and December 31, 2021 | 309,450,720 | 309,450,720 |
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | ||
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (16,074,824) | (18,905,470) |
Total Shareholders' Deficit | (16,074,050) | (18,904,696) |
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | 310,523,480 | 310,700,860 |
Class A ordinary shares | ||
Current liabilities | ||
Class A ordinary shares subject to possible redemption; 30,945,072 shares at a redemption value of $10.00 per share at March 31, 2022 and December 31, 2021 | 309,450,720 | |
Shareholders' Deficit | ||
Common stock value | 0 | 0 |
Class B ordinary shares | ||
Shareholders' Deficit | ||
Common stock value | $ 774 | $ 774 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock par value | $ 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 ordinary shares | ||
Ordinary shares subject to possible redemption | 30,945,072 | 30,945,072 |
Ordinary shares subject to possible redemption par value | $ 10 | $ 10 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Class B ordinary shares | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 7,736,268 | 7,736,268 |
Common stock shares outstanding | 7,736,268 | 7,736,268 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating and formation costs | $ 1,702,762 | $ 160,016 |
Loss from operations | (1,702,762) | (160,016) |
Other income (loss): | ||
Change in fair value of warrant liabilities | 4,503,199 | (657,641) |
Transaction costs allocable to warrant liabilities | 0 | (586,339) |
Interest earned on investments held in the Trust Account | 30,209 | 0 |
Total other income (loss), net | 4,533,408 | (1,243,980) |
Net income (loss) | 2,830,646 | (1,403,996) |
Common Class A [Member] | ||
Other income (loss): | ||
Net income (loss) | $ 2,264,517 | $ (773,331) |
Weighted Average Number of Ordinary Shares Outstanding | 30,945,072 | 9,283,522 |
Basic and diluted net income (loss) per share | $ 0.07 | $ (0.08) |
Common Class B [Member] | ||
Other income (loss): | ||
Net income (loss) | $ 566,129 | $ (630,665) |
Weighted Average Number of Ordinary Shares Outstanding | 7,736,268 | 7,570,880 |
Basic and diluted net income (loss) per share | $ 0.07 | $ (0.08) |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Total | Class B ordinary shares | Common Stock [Member]Class B ordinary shares | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2020 | $ 20,000 | $ 863 | $ 24,137 | $ (5,000) | |
Beginning balance, shares at Dec. 31, 2020 | 8,625,000 | ||||
Cash paid in excess of fair value for private warrants | 3,133,522 | 3,133,522 | |||
Forfeiture of Founder Shares | 89 | $ (89) | 89 | ||
Forfeiture of Founder Shares, Shares | (888,732) | ||||
Accretion for Class A ordinary shares to redemption amount | 27,136,138 | 3,157,748 | 23,978,390 | ||
Net income (loss) | (1,403,996) | $ (630,665) | (1,403,996) | ||
Ending balance at Mar. 31, 2021 | (25,386,612) | $ 774 | (25,387,386) | ||
Ending balance, shares at Mar. 31, 2021 | 7,736,268 | ||||
Beginning balance at Dec. 31, 2021 | (18,904,696) | $ 774 | 0 | (18,905,470) | |
Beginning balance, shares at Dec. 31, 2021 | 7,736,268 | ||||
Forfeiture of Founder Shares | 0 | ||||
Net income (loss) | 2,830,646 | $ 566,129 | 2,830,646 | ||
Ending balance at Mar. 31, 2022 | $ (16,074,050) | $ 774 | $ (16,074,824) | ||
Ending balance, shares at Mar. 31, 2022 | 7,736,268 |
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) | $ 2,830,646 | $ (1,403,996) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on investments held in the Trust Account | (30,209) | 0 |
Change in fair value of warrant liabilities | (4,503,199) | 657,641 |
Transaction costs allocated to warrant liabilities | 0 | 586,339 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 14,794 | (845,578) |
Accounts payable and accrued expenses | 1,495,173 | 50,738 |
Net cash used in operating activities | (192,795) | (954,856) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | 0 | (309,450,720) |
Net cash used in investing activities | 0 | (309,450,720) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 0 | 303,261,706 |
Proceeds from sale of Private Placement Warrants | 0 | 9,189,015 |
Repayment of promissory note – related party | 0 | (171,357) |
Payment of offering costs | 0 | (300,000) |
Net cash provided by financing activities | 0 | 311,979,364 |
Net Change in Cash | (192,795) | 1,573,788 |
Cash – Beginning of period | 861,474 | 0 |
Cash – End of period | 668,679 | 1,573,788 |
Non-cash investing and financing activities: | ||
Offering costs included in accrued offering costs | 0 | 17,000 |
Offering costs paid through promissory note | 0 | 130,916 |
Payment of prepaid expenses through promissory note | 0 | 26,800 |
Deferred underwriting fee payable | 0 | 10,830,775 |
Forfeiture of Founder Shares | $ 0 | $ (89) |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Business Description And Basis Of Presentation [Abstract] | |
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS DHC Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on December 22, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. All activity through March 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 4, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to DHC Sponsor, LLC (the “Sponsor”), generating gross proceeds of $9,000,000, which is described in Note 4. Following the closing of the Initial Public Offering on March 4, 2021, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less 2a-7 On March 5, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 945,072 Units issued for an aggregate amount of $9,450,720. In connection with the underwriters’ partial exercise of their over-allotment option, the Company also consummated the sale of an additional 126,010 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total proceeds of $189,015. A total of $9,450,720 was deposited into the Trust Account, bringing the aggregate proceeds deposited in the Trust Account to $309,450,720. Transaction costs amounted to $17,501,346, consisting of $6,189,014 in cash underwriting fees, net of reimbursement, $10,830,775 of deferred underwriting fees and $481,557 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the stock exchange that the Company will list its securities on will require that the Company’s initial Business Combination must be with one or more target businesses that have an aggregate fair market value of at least 80% of the 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 of the signing of a definitive agreement in connection with the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and 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. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide the holders of its issued and outstanding 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. The public shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account as of two per-share The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its 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, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other 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. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 5) and Public Shares held by it in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against an Initial Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, 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% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors have agreed to waive: (i) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to the Founder Shares and any Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to consummate an initial business combination within 24 months from the closing of the Company’s Initial Public Offering. The Company has until March 4, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten per-share The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) 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 other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per-share In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern The accompanying condensed financial statements have a In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of March 31, 2022, there were no amounts outstanding under any Working Capital Loan. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard s 2014-15, |
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 OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three Investment Held in Trust Account At March 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Securities. At December 31, 2021, substantially all of the assets held in the Trust Account were held in a checking account held by Continental Stock Transfer & Trust Company. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Company coverage of $250,000. The Company has not experienced losses on these accounts. Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the condensed statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to the redemption value of the Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering a s as Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 , deficit section of the Company’s condensed balance sheets, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in At March 31, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 309,450,720 Less: Proceeds allocated to Public Warrants (10,211,874 ) Class A ordinary shares issuance costs (16,924,264 ) Plus: Accretion of carrying value to redemption value 27,136,138 Class A ordinary shares subject to possible redemption $ 309,450,720 Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period s Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,441,034 shares of Class A ordinary share in the aggregate. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months March 31, 2021 Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 2,264,517 $ (773,331 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 30,945,072 9,283,522 Basic and diluted net income (loss) per ordinary share $ 0.07 $ (0.08 ) Three Months March 31, 2022 Three Months March 31, 2021 Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 566,129 $ (630,665 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 7,736,268 7,570,880 Basic and diluted net income (loss) per ordinary share $ 0.07 $ (0.08 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts , Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 9). Recent Accounting Standards In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40)” 2020-06”), 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Public Offering
Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Public Offering | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
Private Placement [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 6,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,000,000. The Sponsor agreed to purchase up to an additional 600,000 Private Placement Warrants, for an aggregate purchase price of an additional $900,000, if the over-allotment option is exercised in part by the underwriters. On March 5, the Sponsor purchased 126,010 Private Placement Warrants for an additional aggregate purchase price of $189,015 in connection with the partial exercise of the underwriter’s over-allotment option. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). A portion of the proceeds from the Private Placement Warrants were 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 proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In December 2020, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). On March 1, 2021, the Company effected a share capitalization, pursuant to which an additional 1,437,500 Class B ordinary shares were issued, resulting in an aggregate of 8,625,000 Founder Shares outstanding. Historical information has been retroactively restated. The Founder Shares included an aggregate of up to 1,125,000 shares that were subject to forfeiture by the Sponsor following to the extent the underwriters’ election to exercise their over-allotment option was not exercised so that the number of Founder Shares collectively represented 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ not exercising their overallotment option in full, 888,732 Founder Shares were forfeited on April 15, 2021. The Sponsor has agreed, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of the Company’s Business Combination and (ii) subsequent to a Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Administrative Services Agreement The Company entered into an agreement, commencing on March 4, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. For the three months ended March 31, 2022 and 2021, the total expense for administrative services was $30,000 and $10,000, respectively , included in accounts payable and Promissory Note — Related Party On December 29, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s 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. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2022 and December 31, 2021, there were no working capital loans outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities. Registration Rights Pursuance to a registration rights agreement entered into on March 4, 2021, 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) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. 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 are entitled to a deferred fee of $0.35 per Unit, or $10,830,775 in the aggregate. 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. |
Shareholders' Deficit
Shareholders' Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares — Class A Ordinary Shares Class B Ordinary Shares Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one |
Warrants Liabilities
Warrants Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Warrants Liabilities [Abstract] | |
Warrants Liabilities | NOTE 8. WARRANT LIABILITIES As of March 31, 2022 and December 31, 2021, there were 10,315,024 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) one The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than twenty Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption (Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-tradingday The Company will not redeem the warrants 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 Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading the Company send s In addition, if (x) the Company issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a 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 a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consum mates its As of March 31, 2022 and December 31, 2021, there were 6,126,010 Private Placement Warrants outstanding. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 non-redeemable |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on an At March 31, 2022, assets held in the Trust Account were comprised of $309,480,929 of money market funds which are invested primarily in U.S. Treasury Securities. During the three months ended March , , the Company did not withdraw any interest income from the Trust Account. At December 31, 2021, assets held in the Trust Account were comprised of $309,450,720 in a checking account held by Continental Stock Transfer and Trust Company. During the year ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, 2022 December 31, 2021 Level Amount Level Amount Liabilities: Warrant Liabilities – Public Warrants 1 $ 2,381,739 1 $ 5,207,024 Warrant Liabilities – Private Placement Warrants 2 $ 1,414,496 2 $ 3,092,410 The Warrants were accounted for as liabilities in accordance with ASC 815-40 The Company established the initial fair value for the Warrants on March 4, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo Simulation for the Private Placement Warrants and the Public Warrants. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker DHCAW. The subsequent measurements of the Private Placement Warrants are classified as Level 2 due to the use of the closing price of the Public Warrants, an observable market quote for a similar asset in an active market. For March 31, 2022 and December 31, 2021, the Public Warrants have detached from the Units, and the closing price is utilized as the fair value. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
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 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three |
Investment Held in Trust Account | Investment Held in Trust Account At March 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Securities. At December 31, 2021, substantially all of the assets held in the Trust Account were held in a checking account held by Continental Stock Transfer & Trust Company. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Company coverage of $250,000. The Company has not experienced losses on these accounts. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the condensed statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to the redemption value of the Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering a s as |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 , deficit section of the Company’s condensed balance sheets, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in At March 31, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 309,450,720 Less: Proceeds allocated to Public Warrants (10,211,874 ) Class A ordinary shares issuance costs (16,924,264 ) Plus: Accretion of carrying value to redemption value 27,136,138 Class A ordinary shares subject to possible redemption $ 309,450,720 |
Warrant Liabilities | Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period s |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,441,034 shares of Class A ordinary share in the aggregate. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months March 31, 2021 Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 2,264,517 $ (773,331 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 30,945,072 9,283,522 Basic and diluted net income (loss) per ordinary share $ 0.07 $ (0.08 ) Three Months March 31, 2022 Three Months March 31, 2021 Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 566,129 $ (630,665 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 7,736,268 7,570,880 Basic and diluted net income (loss) per ordinary share $ 0.07 $ (0.08 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts , |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 9). |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40)” 2020-06”), 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, 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 | |
Accounting Policies [Abstract] | |
Summary of Basic and Diluted Income (Loss) Per Ordinary Share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months March 31, 2021 Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 2,264,517 $ (773,331 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 30,945,072 9,283,522 Basic and diluted net income (loss) per ordinary share $ 0.07 $ (0.08 ) Three Months March 31, 2022 Three Months March 31, 2021 Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 566,129 $ (630,665 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 7,736,268 7,570,880 Basic and diluted net income (loss) per ordinary share $ 0.07 $ (0.08 ) |
Summary of Class A Common Stock Subject to Redemption | At March 31, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 309,450,720 Less: Proceeds allocated to Public Warrants (10,211,874 ) Class A ordinary shares issuance costs (16,924,264 ) Plus: Accretion of carrying value to redemption value 27,136,138 Class A ordinary shares subject to possible redemption $ 309,450,720 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary Company's Liabilities that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, 2022 December 31, 2021 Level Amount Level Amount Liabilities: Warrant Liabilities – Public Warrants 1 $ 2,381,739 1 $ 5,207,024 Warrant Liabilities – Private Placement Warrants 2 $ 1,414,496 2 $ 3,092,410 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Mar. 05, 2021 | Mar. 04, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Company, incorporation date | Dec. 22, 2020 | ||||
Stock issued during period, value | $ 300,000,000 | ||||
Proceeds from issuance of warrants | $ 0 | $ 9,189,015 | |||
Payment to acquire restricted investments | 9,450,720 | ||||
Assets held in the trust account | 309,450,720 | ||||
Transaction cost | 17,501,346 | ||||
Deferred underwriting fee payable | 10,830,775 | ||||
Other offering costs payable | $ 481,557 | ||||
Percentage of asset held in trust account | 80.00% | ||||
Number of days related to payment to acquire restricted investment | 2 days | ||||
Net tangible assets required for consummation of business combination | $ 5,000,001 | ||||
Number of months determining public shares redemption | 24 months | ||||
Number of months related to consummation of business combination | 24 months | ||||
Number of days for consummation of business combination | 10 days | ||||
Dissolution expenses | $ 100,000 | ||||
Cash underwriting fess Net of reimbursement | 6,189,014 | ||||
Cash | 668,679 | $ 861,474 | |||
Working Capital | $ 1,477,249 | ||||
Definitive Agreement of Initial Business Combination [Member] | |||||
Business combination, percentage of voting interest acquired | 50.00% | ||||
Common Stock [Member] | |||||
Temporary equity redemption price per share | $ 10 | ||||
Restricted percentage of redemption | 15.00% | ||||
Percentage of redemption | 100.00% | ||||
Share price | $ 10 | ||||
Maximum [Member] | |||||
U.S. government securities, maturity terms | 185 days | ||||
Minimum [Member] | |||||
U.S. government securities, maturity terms | 0 days | ||||
Sponsor [Member] | |||||
Share price | $ 12 | ||||
Sponsor [Member] | Working Capital Loan [Member] | |||||
Promissory note – related party | $ 0 | $ 0 | |||
Common Class A [Member] | Private Placement Warrants [Member] | |||||
Share price | $ 18 | ||||
IPO [Member] | |||||
Proceeds from issuance of warrants | $ 10,211,874 | ||||
Share price | $ 10 | ||||
IPO [Member] | Private Placement Warrants [Member] | Sponsor [Member] | |||||
Class of warrant or rights issued during period | 6,000,000 | ||||
Class of warrant or rights issued during period, price per warrant or right | $ 1.50 | ||||
Proceeds from issuance of warrants | $ 9,000,000 | ||||
Proceeds from sale of equity | $ 300,000,000 | ||||
Proceeds from sale of equity, per unit | $ 10 | ||||
IPO [Member] | Common Class A [Member] | |||||
Stock issued during period shares new issues | 30,000,000 | ||||
Shares issue price | $ 10 | ||||
Stock issued during period | 30,000,000 | ||||
Over-Allotment Option [Member] | |||||
Stock issued during period shares new issues | 945,072 | 4,500,000 | |||
Stock issued during period | 945,072 | 4,500,000 | |||
Over-Allotment Option [Member] | Underwriters [Member] | Partial Exercise Of Over Allotment Option [Member] | |||||
Stock issued during period shares new issues | 945,072 | ||||
Stock issued during period, value | $ 9,450,720 | ||||
Class of warrant or rights issued during period | 126,010 | ||||
Class of warrant or rights issued during period, price per warrant or right | $ 1.50 | ||||
Proceeds from issuance of warrants | $ 189,015 | ||||
Stock issued during period | 945,072 | ||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | Sponsor [Member] | |||||
Class of warrant or rights issued during period | 126,010 | ||||
Over-Allotment Option [Member] | Common Class A [Member] | |||||
Stock issued during period shares new issues | 945,072 | 30,000,000 | |||
Shares issue price | $ 10 | ||||
Stock issued during period, value | $ 9,450,720 | ||||
Stock issued during period | 945,072 | 30,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Future confirming events | one or more future confirming events | ||
Cash equivalents, Carrying value | $ 0 | $ 0 | |
Unrecognized tax benefits | 0 | 0 | |
Unrecognized tax benefits, Amounts accrued for interest and penalties | 0 | $ 0 | |
Income tax expenses benefit | 0 | $ 0 | |
FDIC, Insured amount | $ 250,000 | ||
Weighted average number diluted shares outstanding adjustment | 0 | 0 | |
Class A ordinary shares | |||
Temporary equity shares outstanding | 30,945,072 | 30,945,072 | |
Number of Common stock into which the class of warrant or right be converted | 16,441,034 | ||
Maximum [Member] | |||
Term of short term investments | 9 months | ||
Minimum [Member] | |||
Term of short term investments | 3 months |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Class A Common Stock Subject to Redemption (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Less: | |||
Proceeds allocated to Public Warrants | $ 0 | $ (9,189,015) | |
Plus: | |||
Accretion of carrying value to redemption value | $ 27,136,138 | ||
Class A Ordinary Shares Subject to Possible Redemption | 309,450,720 | $ 309,450,720 | |
Common Class A [Member] | |||
Less: | |||
Class A ordinary shares issuance costs | (16,924,264) | ||
Plus: | |||
Accretion of carrying value to redemption value | 27,136,138 | ||
Class A Ordinary Shares Subject to Possible Redemption | 309,450,720 | ||
IPO [Member] | |||
Temporary Equity [Line Items] | |||
Gross proceeds | 309,450,720 | ||
Less: | |||
Proceeds allocated to Public Warrants | $ (10,211,874) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Basic and Diluted Income (Loss) Per Ordinary Share (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Allocation of net income ( loss), as adjusted | $ 2,830,646 | $ (1,403,996) |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income ( loss), as adjusted | $ 2,264,517 | $ (773,331) |
Denominator: | ||
Basic and diluted Weighted average ordinary shares outstanding | 30,945,072 | 9,283,522 |
Basic and diluted net income ( loss )per share ordinary share | $ 0.07 | $ (0.08) |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income ( loss), as adjusted | $ 566,129 | $ (630,665) |
Denominator: | ||
Basic and diluted Weighted average ordinary shares outstanding | 7,736,268 | 7,570,880 |
Basic and diluted net income ( loss )per share ordinary share | $ 0.07 | $ (0.08) |
Public Offering - Additional In
Public Offering - Additional Information (Detail) - USD ($) | Mar. 05, 2021 | Mar. 04, 2021 | Mar. 31, 2022 |
Public Offering [Line Items] | |||
Stock issued during period value new issues | $ 300,000,000 | ||
Over-Allotment Option [Member] | |||
Public Offering [Line Items] | |||
Stock issued during period shares new issues | 945,072 | 4,500,000 | |
Common Class A [Member] | Public Warrants [Member] | |||
Public Offering [Line Items] | |||
Common stock, conversion basis | Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). | ||
Common Class A [Member] | IPO [Member] | |||
Public Offering [Line Items] | |||
Stock issued during period shares new issues | 30,000,000 | ||
Shares issue price | $ 10 | ||
Warrants exercise price per share | $ 11.50 | ||
Common Class A [Member] | Over-Allotment Option [Member] | |||
Public Offering [Line Items] | |||
Stock issued during period shares new issues | 945,072 | 30,000,000 | |
Shares issue price | $ 10 | ||
Stock issued during period value new issues | $ 9,450,720 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Mar. 05, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Proceeds from issuance of warrants | $ 0 | $ 9,189,015 | |
Private Placement Warrants [Member] | |||
Class of warrants or rights, number of securities called by each warrant or rights | 1 | ||
Class of warrants or rights, exercise price | $ 11.50 | ||
IPO [Member] | |||
Proceeds from issuance of warrants | $ 10,211,874 | ||
IPO [Member] | Sponsor [Member] | Private Placement Warrants [Member] | |||
Class of warrant or rights issued during period | 6,000,000 | ||
Class of warrant or rights issued during period, price per warrant or right | $ 1.50 | ||
Proceeds from issuance of warrants | $ 9,000,000 | ||
Over-Allotment Option [Member] | Sponsor [Member] | Private Placement Warrants [Member] | |||
Class of warrant or rights issued during period | 126,010 | ||
Class of warrants or rights subscribed but not issued | 600,000 | ||
Class of warrants or rights subscribed but not issued value | $ 900,000 | ||
Proceeds from derivative instrument, financing activities | $ 189,015 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Apr. 15, 2021 | Mar. 01, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 29, 2020 |
Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Share price | $ 12 | ||||||
Notice period to redeem shares | 150 days | ||||||
Sponsor [Member] | Working Capital Loan [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related parties current | $ 0 | $ 0 | |||||
Debt instrument convertible into warrants | $ 1,500,000 | ||||||
Debt instrument conversion price | $ 1.50 | ||||||
Sponsor [Member] | Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument, face amount | $ 300,000 | ||||||
Due to related parties current | $ 171,357 | ||||||
Sponsor [Member] | Administrative Service Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, amounts of transaction | $ 10,000 | ||||||
Related party transaction. administrative expense | 30,000 | $ 10,000 | |||||
Sponsor [Member] | Administrative Service Agreement [Member] | Accrued Liabilities [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction. administrative expense | $ 130,000 | $ 10,000 | |||||
Sponsor [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Share transfer restriction, threshold trading days | 30 days | ||||||
Sponsor [Member] | Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of consecutive trading days for share price determination | 20 days | ||||||
Class B ordinary shares | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock shares outstanding | 8,625,000 | 7,736,268 | 7,736,268 | ||||
Class B ordinary shares | Founder Shares [Member] | Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period, value, issued for services | $ 25,000 | ||||||
Stock issued during period, shares, issued for services | 7,187,500 | ||||||
Stock issued during period | 1,437,500 | ||||||
Ordinary shares subject to possible redemption | 1,125,000 | ||||||
Percentage of shares issued and outstanding | 20.00% | ||||||
Shares issued, shares, share-based payment arrangement, forfeited | 888,732 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Mar. 05, 2021 | Mar. 31, 2022 |
Number of days after the completion of the business combination | 30 days | |
Deferred underwriting fee payable, per unit | $ 0.35 | |
Deferred underwriting fee payable | $ 10,830,775 | |
Stock repurchased and retired during period, shares | 3,554,928 | |
Over-Allotment Option [Member] | ||
Option vesting period | 45 days | |
Stock issued during period | 945,072 | 4,500,000 |
Shareholders' Deficit - Additi
Shareholders' Deficit - Additional Information (Detail) - $ / shares | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock par value | $ 0.0001 | $ 0.0001 | |
Preferred stock shares issued | 0 | 0 | |
Preferred stock shares outstanding | 0 | 0 | |
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Percentage of sum of ordinary shares issued and outstanding | 20.00% | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares authorized | 500,000,000 | 500,000,000 | |
Common stock par value | $ 0.0001 | $ 0.0001 | |
Common stock, voting rights | one | ||
Common stock shares issued | 0 | 0 | |
Common stock shares outstanding | 0 | 0 | |
Temporary equity shares outstanding | 30,945,072 | 30,945,072 | |
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares authorized | 50,000,000 | 50,000,000 | |
Common stock par value | $ 0.0001 | $ 0.0001 | |
Common stock, voting rights | one | ||
Common stock shares issued | 7,736,268 | 7,736,268 | |
Common stock shares outstanding | 7,736,268 | 7,736,268 | 8,625,000 |
Common stock, conversion basis | a one-for-one basis |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Number of days after consummation of business combination within which registration shall be made with securities exchange commission | 20 days | |
Number of days after consummation of business combination within which registration with securities exchange commission shall be effective | 60 days | |
Common Class A [Member] | ||
Common stock shares lock in period | 30 days | |
Common Class A [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member] | ||
Proceeds to be used for business combination as a percentage of total equity proceeds | 60.00% | |
Sale of stock issue price per share | $ 9.20 | |
Number of trading days for determining volume weighted average trading price of the ordinary shares | 20 days | |
Volume Weighted Average Trading Price Of Shares | $ 9.20 | |
Common Class A [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member] | Warrant Exercise Price One [Member] | ||
Class of warrants or rights, Exercise price as a percentage of newly issued price | 115.00% | |
Common Class A [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member] | Warrant Exercise Price Two [Member] | ||
Class of warrants or rights, Exercise price as a percentage of newly issued price | 180.00% | |
Share Price $10 [Member] | Common Class A [Member] | Share Redemption Triger Price [Member] | ||
Share price | $ 10 | |
Public Warrants [Member] | ||
Class of warrants or rights, outstanding | 10,315,024 | 10,315,024 |
Class of warrants or rights period after which the warrants or rights are exercisable | 1 year | |
Class of warrant or right days from which warrants or rights exercisable | 30 days | |
Warrants or rights outstanding, term | 5 years | |
Public Warrants [Member] | Common Class A [Member] | Redemption Trigger Price One [Member] | ||
Share price | $ 18 | |
Class of warrants or rights, redemption price per warrant or right | $ 0.01 | |
Class of warrants or rights, notice of redemption period | 30 days | |
Number of trading days determining closing price of ordinary shares | 20 days | |
Number of consecutive trading days for determining the closing price of shares | 30 days | |
Period during which the registered propsectus shall be available for warrant redemption | 30 days | |
Public Warrants [Member] | Common Class A [Member] | Redemption Trigger Price Two [Member] | ||
Share price | $ 10 | |
Class of warrants or rights, redemption price per warrant or right | $ 0.10 | |
Class of warrants or rights, notice of redemption period | 30 days | |
Number of consecutive trading days for determining the closing price of shares | 30 days | |
Private Placement Warrants [Member] | ||
Class of warrants or rights, outstanding | 6,126,010 | 6,126,010 |
Class of warrants or rights lock in period | 30 days | |
Private Placement Warrants [Member] | Common Class A [Member] | ||
Share price | $ 18 | |
Number of trading days determining closing price of ordinary shares | 20 days | |
Number of consecutive trading days for determining the closing price of shares | 30 days |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Company's Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] - Warrant [Member] - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Public Warrants [Member] | Level 1 [Member] | ||
Liabilities: | ||
Warrant Liability | $ 2,381,739 | $ 5,207,024 |
Private Placement Warrants [Member] | Level 2 [Member] | ||
Liabilities: | ||
Warrant Liability | $ 1,414,496 | $ 3,092,410 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets held in the trust account | $ 309,480,929 | $ 309,450,720 |