Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 19, 2022 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Transition Report | false | |
Entity File Number | 001-40279 | |
Entity Registrant Name | DISRUPTIVE ACQUISITION CORPORATION I | |
Entity Central Index Key | 0001838831 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 11501 Rock Rose Avenue, Suite 200 | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78758 | |
City Area Code | 424 | |
Local Phone Number | 205-6858 | |
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 | |
Class A Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | DISA | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 27,500,000 | |
Redeemable Warrants [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | DISAW | |
Security Exchange Name | NASDAQ | |
Units [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant | |
Trading Symbol | DISAU | |
Security Exchange Name | NASDAQ | |
Class B Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,875,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 29,079 | $ 213,495 |
Prepaid expenses | 399,343 | 406,185 |
Total current assets | 428,422 | 619,680 |
Prepaid expenses - non-current | 0 | 90,445 |
Cash held in trust account | 275,045,706 | 275,018,013 |
Total assets | 275,474,128 | 275,728,138 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,418,277 | 1,088,421 |
Due to related party | 0 | 131,634 |
Promissory note - related party | 77,000 | 77,000 |
Total current liabilities | 1,495,277 | 1,297,055 |
Warrant liabilities | 3,502,580 | 11,345,066 |
Deferred underwriting discount | 9,625,000 | 9,625,000 |
Total liabilities | 14,622,857 | 22,267,121 |
Commitments and contingencies (See Note 6) | ||
Class A ordinary shares subject to possible redemption, 27,500,000 shares at redemption value of $10.00 at March 31, 2022 and December 31, 2021 | 275,000,000 | 275,000,000 |
Shareholders' deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2022 and December 31, 2021 | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (14,149,417) | (21,539,671) |
Total shareholders' deficit | (14,148,729) | (21,538,983) |
Total liabilities, redeemable ordinary shares and shareholders' deficit | 275,474,128 | 275,728,138 |
Class A Ordinary Shares [Member] | ||
Shareholders' deficit: | ||
Ordinary Shares | 0 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' deficit: | ||
Ordinary Shares | $ 688 | $ 688 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Liabilities, redeemable ordinary shares and shareholders' deficit | ||
Ordinary shares subject to possible redemption (in shares) | 27,500,000 | 27,500,000 |
Shareholders' deficit: | ||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preference shares, shares issued (in shares) | 0 | 0 |
Preference shares, shares outstanding (in shares) | 0 | 0 |
Class A Ordinary Shares [Member] | ||
Liabilities, redeemable ordinary shares and shareholders' deficit | ||
Ordinary shares subject to possible redemption (in shares) | 27,500,000 | 27,500,000 |
Redemption value of shares subject to possible redemption (in dollars per share) | $ 10 | $ 10 |
Shareholders' deficit: | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Ordinary shares, shares outstanding (in shares) | 27,500,000 | 27,500,000 |
Class B Ordinary Shares [Member] | ||
Shareholders' deficit: | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued (in shares) | 6,875,000 | 6,875,000 |
Ordinary shares, shares outstanding (in shares) | 6,875,000 | 6,875,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Loss from Operations | ||
Formation and operating costs | $ 479,926 | $ 25,442 |
Loss from operations | (479,926) | (25,442) |
Other income (expense): | ||
Dividend earned on trust account | 27,694 | 0 |
Change in fair value of warrant liabilities | 7,842,486 | 281,480 |
Offering expenses related to warrant issuance | 0 | (634,367) |
Total other income (expense), net | 7,870,180 | (352,887) |
Net income (loss) | $ 7,390,254 | $ (378,329) |
Class A Ordinary Shares Subject to Possible Redemption [Member] | ||
Other income (expense): | ||
Weighted average shares outstanding, basic (in shares) | 27,500,000 | 25,000,000 |
Basic net income (loss) per share (in dollars per share) | $ 0.21 | $ (0.01) |
Weighted average shares outstanding, diluted (in shares) | 27,500,000 | 25,000,000 |
Diluted net income (loss) per share (in dollars per share) | $ 0.21 | $ (0.01) |
Non-redeemable Ordinary Shares [Member] | ||
Other income (expense): | ||
Weighted average shares outstanding, basic (in shares) | 6,875,000 | 7,187,500 |
Basic net income (loss) per share (in dollars per share) | $ 0.21 | $ (0.01) |
Weighted average shares outstanding, diluted (in shares) | 6,875,000 | 7,187,500 |
Diluted net income (loss) per share (in dollars per share) | $ 0.21 | $ (0.01) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Ordinary Shares [Member]Class A [Member] | Ordinary Shares [Member]Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2020 | $ 0 | $ 719 | $ 24,281 | $ (12,485) | $ 12,155 |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 7,187,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Sale of units in initial public offering | $ 2,500 | $ 0 | 0 | 0 | 2,500 |
Sale of units in initial public offering (in shares) | 25,000,000 | ||||
Ordinary share subject to redemption | $ (2,500) | $ 0 | 0 | 0 | (2,500) |
Ordinary share subject to redemption (in shares) | (25,000,000) | 0 | |||
Private placement warrants | $ 0 | $ 0 | 796,950 | 0 | 796,950 |
Measurement adjustment value of Class A to redemption value | (821,231) | (23,943,308) | (24,764,539) | ||
Net income (loss) | 0 | 0 | 0 | (378,329) | (378,329) |
Ending balance at Mar. 31, 2021 | $ 0 | $ 719 | 0 | (24,334,482) | (24,333,763) |
Ending balance (in shares) at Mar. 31, 2021 | 0 | 7,187,500 | |||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 688 | 0 | (21,539,671) | (21,538,983) |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 6,875,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | $ 0 | $ 0 | 0 | 7,390,254 | 7,390,254 |
Ending balance at Mar. 31, 2022 | $ 0 | $ 688 | $ 0 | $ (14,149,417) | $ (14,148,729) |
Ending balance (in shares) at Mar. 31, 2022 | 0 | 6,875,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ 7,390,254 | $ (378,329) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Dividend earned on trust account | (27,694) | 0 | |
Change in fair value of warrant liability | (7,842,486) | (281,480) | |
Offering costs allocated to warrants | 0 | 634,367 | |
Changes in current assets and current liabilities: | |||
Prepaid assets | 97,287 | (818,358) | |
Accounts payable and accrued expenses | 198,223 | 822,000 | |
Net cash used in operating activities | (184,416) | (21,800) | |
Cash flows from investing activities: | |||
Investment of cash into trust account | 0 | (250,000,000) | |
Net cash used in investing activities | 0 | (250,000,000) | |
Cash Flows from Financing Activities: | |||
Proceeds from initial public offering, net of underwriters' discount | 0 | 245,000,000 | |
Proceeds from issuance of private placement warrants | 0 | 7,000,000 | |
Payments of offering costs | 0 | (575,716) | |
Net cash provided by financing activities | 0 | 251,424,284 | |
Net change in cash | (184,416) | 1,402,484 | |
Cash - Beginning | 213,495 | 0 | $ 0 |
Cash - Ending | 29,079 | 1,402,484 | $ 213,495 |
Supplemental disclosure of non-cash financing activities: | |||
Initial value of Class A ordinary shares subject to possible redemption | 0 | 250,000,000 | |
Initial value of warrant liabilities | 0 | 17,264,085 | |
Deferred Offering Costs Paid By Sponsor In Exchange For Founder Shares | $ 0 | $ 8,750,000 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization and Business Operations [Abstract] | |
Organization and Business Operations | Note 1 — Organization, Business Operations and Going Concern Organization and General Disruptive Acquisition Corporation I (the “ Company Business Combination As of March 31, 2022, the Company had not yet commenced any operations. All activity through March 31, 2022 related to the Company’s formation and its initial public offering (the “ Initial Public Offering Initial Public Offering Financing The registration statement for the Company’s Initial Public Offering was declared effective on March 23, 2021 (the “ Effective Date Initial Public Offering Units ach Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “ Class A Ordinary Shares one-third Public Warrants Substantially concurrently with the closing of the Initial Public Offering, the Company completed the private sale (the “ Private Placement Private Placement Warrants, Warrants Sponsor In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus (the “ Over-Allotment Option Option Units Trust Account Following the closing of the Initial Public Offering March 26 Initial Public Offering Trust Account Investment Company Act of 1940, as amended (the “ Investment Company Act Initial Public Offering Private Placement Warrants Initial Public Offering Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discount and taxes payable ) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. Upon the closing of the Initial Public Offering Initial Public Offering, Initial Public Offering Combination Period The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A Ordinary Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two The Class A ordinary shares subject to redemption are recorded at a redemption value and were classified as temporary equity upon the completion of the Initial Public Offering FASB ASC The Company will have 24 months from the closing of the Initial Public Offering ten The Sponsor, officers and directors have agreed, pursuant to a letter agreement with the Company, to (i) waive their redemption rights with respect to their Founder Shares (as described in Note 5) and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares 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 its initial Business Combination or to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period and (iv) vote any Founder Shares held by them and any public shares purchased during or after the Initial Public Offering The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than Marcum LLP, the Company’s independent auditor) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering Securities Act Liquidity and Going Concern As of March 31, 2022, the Company had cash outside the Trust Account of $29,079 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem ordinary shares. As of March 31, 2022, none of the amount in the Trust Account was available to be withdrawn as described above. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors or third parties. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. On November 15, 2021, the Company issued an unsecured promissory note (the “Note”) in the amount of up to $250,000 to an affiliate of the Sponsor. The proceeds of the Note, which may be drawn down from time to time until the Company consummates its initial Business Combination, will be used for general working capital purposes. The Note bears no interest and is payable in full upon the earlier to occur of (i) twenty-four five If the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amounts necessary to do so, the Company may have insufficient funds available to operate its business prior to the consummation of its Business Combination and may need to raise additional capital, e.g., through loans from its Sponsor, officers, directors or third parties. If the Company is unable to raise additional capital, it may be required to take additional measures to preserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The Company cannot assure you that its plans to raise capital or to consummate an initial Business Combination before March 26, 2023 (absent any extensions of such period with shareholder approval) will be successful. In addition, the Company only has 24 months from the closing of the Initial Public Offering (as such period may be extended pursuant to a shareholder vote) to complete its initial Business Combination. If the Company has not completed its initial Business Combination within this 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 In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until March 26, 2023 (absent any extensions of such period with shareholder approval) to consummate its initial Business Combination. It is uncertain that the Company will be able to consummate its initial Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. Management has determined that the potential liquidity constraints in addition to the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 26, 2023. The Company intends to complete its initial Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by March 26, 2023. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and Russia-Ukraine war on the industry, and has concluded that while it is reasonably possible that the virus and the war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — 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 SEC The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on April 13, 2022, which contains the audited financial statements and notes thereto. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. Emerging Growth Company Status 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 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Accordingly, actual results could differ from those estimates. 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. Cash Held in Trust Account At March 31, 2022 and December 31, 2021, the Trust Account had $275,045,706 and $275,018,013 held in marketable securities, respectively. During the three months ended March 31, 2022 and March 31, 2021, the Company did not withdraw any of dividend income from the Trust Account to pay its tax obligations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on this account. Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A Ordinary Shares are subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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, ordinary shares are classified as shareholders’ equity. The Company’s 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, 27,500,000 Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. Net Income (Loss) Per Ordinary Share The Company has two classes of shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares. Earnings and losses are shared pro rata between the two classes of shares. The 27,500,000 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three months ended March 31, 2022 and March 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the three months ended March 31, 2022 For the three months ended March 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 5,912,203 $ 1,478,051 $ (293,848 ) $ (84,481 ) Denominator: Weighted-average shares outstanding 27,500,000 6,875,000 25,000,000 7,187,500 Basic and diluted net income (loss) per share $ 0.21 $ 0.21 $ (0.01 ) $ (0.01 ) Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering and that were charged to temporary equity upon the completion of the Initial Public Offering. Accordingly, for the year ended December 31, 2021, offering costs totaling $15,759,367 were charged to temporary equity (consisting of $5,500,000 of underwriting fee, $9,625,000 of deferred underwriting fee and $634,637 of other offering costs). Of the total transaction cost, $634,367 was reclassed to expense as a non-operating expense in the statements of operations with the rest of the offering cost charged to temporary equity for the year ended December 31, 2021. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A Ordinary Shares. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 14,166,667 ordinary share warrants issued in connection with the Initial Public Offering Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ ASC 740 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements, other than as discussed below. In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments, and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, it would have on its financial position, results of operations or cash flows. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering one-third In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus to purchase up to 3,750,000 additional units to cover over-allotments, if any. On May 5, 2021, the underwriters purchased an additional 2,500,000 Option Units pursuant to the partial exercise of the Over-Allotment Option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $25,000,000. The aggregate number of Units outstanding as a result of the Initial Public Offering and the partial exercise of the Over-Allotment Option is 27,500,000 and the aggregate gross proceeds are $275,000,000. All of the 27,500,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity. The Class A ordinary shares are subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in capital and accumulated deficit. As of March 31, 2022 and December 31, 2021, the ordinary share reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 275,000,000 Less: Proceeds allocated to Public Warrants (12,161,523 ) Ordinary share issuance costs (14,578,504 ) Plus: Re-measurement of carrying value to redemption value 26,740,027 Contingently redeemable ordinary share $ 275,000,000 |
Private Placement Warrants
Private Placement Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Private Placement Warrants [Abstract] | |
Private Placement Warrants | Note 4 — Private Placement Warrants Simultaneously with the closing of the Initial Public Offering Also in connection with the partial exercise of the Over-Allotment Option, the Sponsor purchased an additional 333,333 Private Placement Warrants at a purchase price of $1.50 per Warrant. The aggregate number of Private Placement Warrants outstanding as a result of the Initial Public Offering and over-allotment is 5,000,000 and the aggregate proceeds are $7,500,000. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the Initial Public Offering Initial Public Offering |
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 On December 30, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 shares of Class B Ordinary Shares, par value $0.0001 (the “ Founder Shares On May 5, 2021, the underwriters partially exercised the Over-Allotment Option, which left 625,000 Founder Shares no longer subject to forfeiture and resulted in aggregate of 6,875,000 Founder Shares outstanding. The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A Ordinary Shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “ Lock-Up Promissory Notes — Related Party On December 30, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering Initial Public Offering sing of the Initial Public Offering out of the offering proceeds that had been allocated to the payment of offering expenses. On November 15, 2021, the Company issued an unsecured promissory note in the amount of up to $250,000 to DTA Master, LLC, a Delaware limited-liability company, a related party and an affiliate of the Sponsor. The proceeds of the Note, which may be drawn down from time to time until the Company consummates its initial Business Combination, will be used for general working capital purposes. The Note bears no interest and is payable in full upon the earlier to occur of (i) twenty-four (24) months from the closing of the Initial Public Offering (or such later date as may be extended in accordance with the terms of the Company’s amended and restated memorandum and articles of association) or (ii) the consummation of the initial Business Combination. A failure to pay the principal within five On April 12, 2022, the Company amended and restated the Note to increase the Note’s principal amount to $500,000. As of March 31, 2022 and December 31, 2021, the Company had $77,000 outstanding under the Note. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended 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 Administrative Support Agreement Commencing on the date of the Prospectus, the Company began to be obligated to pay the Sponsor up to $15,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2022 and March 31, 2021, the Company incurred and accrued $45,000 and $0 of administrative support services fees, respectively. |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments & Contingencies [Abstract] | |
Commitments & Contingencies | Note 6 — Commitments & Contingencies Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the offering, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the offering and the Class A Ordinary Shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement. Pursuant to the registration rights agreement and including the underwriters’ exercise of 2,500,000 units of their Over-Allotment Option and $1,500,000 of working capital loans are converted into Private Placement Warrants, the Company will be obligated to register up to 15,166,667 Class A Ordinary Shares and 6,000,000 warrants. The number of Class A Ordinary Shares includes (i) 6,875,000 Class A Ordinary Shares to be issued upon conversion of the Founder Shares, (ii) 5,000,000 Class A Ordinary Shares underlying the Private Placement Warrants and (iii) 1,000,000 Class A Ordinary Shares underlying the Private Placement Warrants issued upon conversion of working capital loans. 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 Company’s completion of its 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 option from the date of the Prospectus to purchase up to additional 3,750,000 Units to cover over-allotments, if any. On May 5, 2021, the underwriters partially exercised the Over-Allotment Option to purchase an additional 2,500,000 units and forfeited the remainder. The underwriters were entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the Initial Public Offering, or $5,500,000. Additionally, the underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering and the partial exercise of the Over-Allotment Option upon the completion of the Company’s initial Business Combination, or an aggregate of $9,625,000. |
Shareholders' Deficit
Shareholders' Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Shareholders' Deficit [Abstract] | |
Shareholders' Deficit | Note 7 — Shareholders’ Deficit Preference shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $0.0001 each. At March 31, 2022 and December 31, 2021, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A Ordinary Shares at par value of $0.0001 each. At March 31 Class B Ordinary Shares — The Company is authorized to issue a total of 20,000,000 Class B Ordinary Shares at par value of $0.0001 each. At March 31 Holders of Class A Ordinary Shares and holders of Class B Ordinary Shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Ordinary Shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A Ordinary Shares outstanding after such conversion (after giving effect to any redemptions of Class A Ordinary Shares by public shareholders), including the total number of Class A Ordinary Shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Warrants [Abstract] | |
Warrants | Note 8 — Warrants Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. 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 Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s 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 Market Value The warrants will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire five years after the completion of its initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen sixtieth th Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported closing price of the 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 as described in the Prospectus under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.10 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; ● if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described in the Prospectus under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”); and ● if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described in the Prospectus under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”), the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Public Warrants, as described above. If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise his, her or its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on the Company’s shareholders of issuing the maximum number of Class A Ordinary Shares issuable upon the exercise of the Company’s warrants. If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the warrants, multiplied by the excess of the “fair market value” of the Company’s Class A Ordinary Shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” will mean the average reported closing price of the 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. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers 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. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. The following tables present information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, Quoted Prices In Active Significant Other Observable 2022 (Level 1) (Level 2) Description Assets: Cash held in trust account $ 275,045,706 $ 275,045,706 $ — Liabilities: Public Warrants 2,262,334 2,262,334 — Private Warrants 1,240,246 — 1,240,246 Total $ 3,502,580 $ 2,262,334 $ 1,240,246 December 31, Quoted Prices In Active Markets Significant Other Observable Inputs 2021 (Level 1) (Level 2) Description Assets: Cash held in trust account $ 275,018,013 $ 275,018,013 $ — Liabilities: Public Warrants 7,332,417 7,332,417 — Private Warrants 4,012,649 — 4,012,649 Total $ 286,363,079 $ 282,350,430 $ 4,012,649 The fair value of the Public Warrants at March 31, 2022 and December 31, 2021 was classified as Level 1 due to the use of an observable market quote in an active market. The Company utilizes a Monte Carlo simulation model to value the private warrants at each reporting period, with changes in fair value recognized in the statements of operations. The estimated fair value of the Private Warrants was determined using Level 2 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. Taking into account the make-whole provision included in the warrant agreement, the Private Warrants are classified as level 2. The aforementioned warrant liabilities are not subject to qualified hedge accounting. The following table provides quantitative information regarding fair value measurements of warrant liabilities as of March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Share price $ 9.78 $ 9.80 Strike price $ 11.50 $ 11.50 Term (in years) 5.77 5.45 Volatility 4.6 % 15.50 % Risk-free rate 2.41 % 1.30 % Dividend yield 0.0 % 0.00 % The following table presents the changes in the fair value of warrant liabilities: Public Private Placement Redeemable (over- allotment) Private Placement (over-allotment) Warrant Liabilities Fair value as of December 31, 2021 $ 6,665,833 $ 3,745,139 $ 666,584 $ 267,510 $ 11,345,066 Change in valuation inputs or other assumptions (4,609,166 ) (2,587,575 ) (460,917 ) (184,828 ) (7,842,486 ) Fair value as of March 31 2022 2,056,667 1,157,564 205,667 82,682 3,502,580 The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the warrants classified as Level 2: Fair value at December 31, 2021 Change in fair value (2,772,403 ) Fair Value at March 31 2022 $ 1,240,246 |
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 balance sheet date through the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On April 12, 2022, the Company amended and restated the Note in its entirety to increase the Note’s principal amount to $500,000. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Significant 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 SEC The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on April 13, 2022, which contains the audited financial statements and notes thereto. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Accordingly, actual results could differ from those estimates. |
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. |
Cash Held in Trust Account | Cash Held in Trust Account At March 31, 2022 and December 31, 2021, the Trust Account had $275,045,706 and $275,018,013 held in marketable securities, respectively. During the three months ended March 31, 2022 and March 31, 2021, the Company did not withdraw any of dividend income from the Trust Account to pay its tax obligations. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on this account. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A Ordinary Shares are subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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, ordinary shares are classified as shareholders’ equity. The Company’s 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, 27,500,000 Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company has two classes of shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares. Earnings and losses are shared pro rata between the two classes of shares. The 27,500,000 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three months ended March 31, 2022 and March 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the three months ended March 31, 2022 For the three months ended March 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 5,912,203 $ 1,478,051 $ (293,848 ) $ (84,481 ) Denominator: Weighted-average shares outstanding 27,500,000 6,875,000 25,000,000 7,187,500 Basic and diluted net income (loss) per share $ 0.21 $ 0.21 $ (0.01 ) $ (0.01 ) |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering and that were charged to temporary equity upon the completion of the Initial Public Offering. Accordingly, for the year ended December 31, 2021, offering costs totaling $15,759,367 were charged to temporary equity (consisting of $5,500,000 of underwriting fee, $9,625,000 of deferred underwriting fee and $634,637 of other offering costs). Of the total transaction cost, $634,367 was reclassed to expense as a non-operating expense in the statements of operations with the rest of the offering cost charged to temporary equity for the year ended December 31, 2021. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A Ordinary Shares. |
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 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 14,166,667 ordinary share warrants issued in connection with the Initial Public Offering |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ ASC 740 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements, other than as discussed below. In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments, and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, it would have on its financial position, results of operations or cash flows. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies [Abstract] | |
Net Income (Loss) Per Ordinary Share | The Company has two classes of shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares. Earnings and losses are shared pro rata between the two classes of shares. The 27,500,000 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three months ended March 31, 2022 and March 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the three months ended March 31, 2022 For the three months ended March 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 5,912,203 $ 1,478,051 $ (293,848 ) $ (84,481 ) Denominator: Weighted-average shares outstanding 27,500,000 6,875,000 25,000,000 7,187,500 Basic and diluted net income (loss) per share $ 0.21 $ 0.21 $ (0.01 ) $ (0.01 ) |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Initial Public Offering [Abstract] | |
Ordinary Shares Subject to Possible Redemption | As of March 31, 2022 and December 31, 2021, the ordinary share reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 275,000,000 Less: Proceeds allocated to Public Warrants (12,161,523 ) Ordinary share issuance costs (14,578,504 ) Plus: Re-measurement of carrying value to redemption value 26,740,027 Contingently redeemable ordinary share $ 275,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. The following tables present information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, Quoted Prices In Active Significant Other Observable 2022 (Level 1) (Level 2) Description Assets: Cash held in trust account $ 275,045,706 $ 275,045,706 $ — Liabilities: Public Warrants 2,262,334 2,262,334 — Private Warrants 1,240,246 — 1,240,246 Total $ 3,502,580 $ 2,262,334 $ 1,240,246 December 31, Quoted Prices In Active Markets Significant Other Observable Inputs 2021 (Level 1) (Level 2) Description Assets: Cash held in trust account $ 275,018,013 $ 275,018,013 $ — Liabilities: Public Warrants 7,332,417 7,332,417 — Private Warrants 4,012,649 — 4,012,649 Total $ 286,363,079 $ 282,350,430 $ 4,012,649 |
Level 3 Fair Value Measurement Inputs | The following table provides quantitative information regarding fair value measurements of warrant liabilities as of March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Share price $ 9.78 $ 9.80 Strike price $ 11.50 $ 11.50 Term (in years) 5.77 5.45 Volatility 4.6 % 15.50 % Risk-free rate 2.41 % 1.30 % Dividend yield 0.0 % 0.00 % |
Changes in Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Public Private Placement Redeemable (over- allotment) Private Placement (over-allotment) Warrant Liabilities Fair value as of December 31, 2021 $ 6,665,833 $ 3,745,139 $ 666,584 $ 267,510 $ 11,345,066 Change in valuation inputs or other assumptions (4,609,166 ) (2,587,575 ) (460,917 ) (184,828 ) (7,842,486 ) Fair value as of March 31 2022 2,056,667 1,157,564 205,667 82,682 3,502,580 The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the warrants classified as Level 2: Fair value at December 31, 2021 Change in fair value (2,772,403 ) Fair Value at March 31 2022 $ 1,240,246 |
Organization and Business Ope_2
Organization and Business Operations (Details) | Nov. 15, 2021USD ($) | May 06, 2021USD ($) | May 05, 2021USD ($)$ / sharesshares | Mar. 26, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)Business$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / shares | Apr. 12, 2022USD ($) | Mar. 03, 2021USD ($) |
Organization and Business Operations [Abstract] | |||||||||
Number of shares issued upon exercise of warrant (in shares) | shares | 1 | ||||||||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | ||||||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 | ||||||||
Gross proceeds from equity issuance, initial public offering | $ 275,000,000 | $ 250,000,000 | |||||||
Net proceeds from initial public offering | $ 0 | $ 245,000,000 | |||||||
Warrants issued (in shares) | shares | 14,166,667 | ||||||||
Gross proceeds from private placement | 0 | 7,000,000 | |||||||
Net proceeds from Initial Public Offering and Private Placement deposited in trust account | $ 0 | $ 250,000,000 | |||||||
Period to complete Business Combination from closing of Initial Public Offering | 24 months | ||||||||
Interest on Trust Account to be held to pay dissolution expenses | $ 100,000 | ||||||||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100.00% | ||||||||
Period to redeem shares at per-share price, payable in cash, equal to aggregate amount then on deposit in the Trust Account | 2 days | ||||||||
Net Tangible Asset Threshold for Redeeming Public Shares | $ 5,000,001 | ||||||||
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | ||||||||
Cash | $ 29,079 | $ 213,495 | |||||||
Borrowings outstanding | $ 77,000 | 77,000 | |||||||
Minimum [Member] | |||||||||
Organization and Business Operations [Abstract] | |||||||||
Number of operating businesses included in initial Business Combination | Business | 1 | ||||||||
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80.00% | ||||||||
Post-transaction ownership percentage of the target business | 50.00% | ||||||||
Maximum [Member] | |||||||||
Organization and Business Operations [Abstract] | |||||||||
Interest on Trust Account to be held to pay dissolution expenses | $ 100,000 | ||||||||
Promissory Note [Member] | |||||||||
Organization and Business Operations [Abstract] | |||||||||
Borrowings outstanding | $ 77,000 | $ 77,000 | |||||||
Promissory Note [Member] | Subsequent Event [Member] | |||||||||
Organization and Business Operations [Abstract] | |||||||||
Principal amount | $ 500,000 | ||||||||
DTA Master, LLC [Member] | Promissory Note [Member] | |||||||||
Organization and Business Operations [Abstract] | |||||||||
Related party transaction amount | $ 250,000 | ||||||||
Period to pay Note payable in full | 24 months | ||||||||
Number of business days to pay principal amount | 5 days | ||||||||
Public Warrants [Member] | |||||||||
Organization and Business Operations [Abstract] | |||||||||
Warrants issued (in shares) | shares | 8,333,333 | ||||||||
Private Placement Warrants [Member] | |||||||||
Organization and Business Operations [Abstract] | |||||||||
Warrants issued (in shares) | shares | 333,333 | 4,666,667 | |||||||
Class A Ordinary Shares [Member] | |||||||||
Organization and Business Operations [Abstract] | |||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Option Units [Member] | |||||||||
Organization and Business Operations [Abstract] | |||||||||
Net proceeds from initial public offering | $ 25,000,000 | ||||||||
Initial Public Offering [Member] | |||||||||
Organization and Business Operations [Abstract] | |||||||||
Units issued (in shares) | shares | 25,000,000 | ||||||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||||||
Net proceeds from initial public offering | $ 275,000,000 | $ 275,000,000 | |||||||
Net proceeds from Initial Public Offering and Private Placement deposited in trust account | $ 250,000,000 | ||||||||
Redemption price (in dollars per share) | $ / shares | $ 10 | ||||||||
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10 | ||||||||
Initial Public Offering [Member] | Public Warrants [Member] | |||||||||
Organization and Business Operations [Abstract] | |||||||||
Number of securities included in each Unit (in shares) | shares | 0.33 | ||||||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 | ||||||||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | |||||||||
Organization and Business Operations [Abstract] | |||||||||
Number of securities included in each Unit (in shares) | shares | 1 | ||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||
Number of shares issued upon exercise of warrant (in shares) | shares | 1 | ||||||||
Over-Allotment Option [Member] | |||||||||
Organization and Business Operations [Abstract] | |||||||||
Units issued (in shares) | shares | 2,500,000 | ||||||||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | ||||||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||||||
Gross proceeds from equity issuance, initial public offering | $ 25,000,000 | $ 275,000,000 | |||||||
Net proceeds from initial public offering | $ 25,000,000 | ||||||||
Warrants issued (in shares) | shares | 1,166,667 | ||||||||
Over-Allotment Option [Member] | Minimum [Member] | |||||||||
Organization and Business Operations [Abstract] | |||||||||
Related party transaction amount | $ 1,500,000 | ||||||||
Over-Allotment Option [Member] | Maximum [Member] | |||||||||
Organization and Business Operations [Abstract] | |||||||||
Additional Units that can be purchased to cover over-allotments (in shares) | shares | 3,750,000 | 3,750,000 | |||||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | |||||||||
Organization and Business Operations [Abstract] | |||||||||
Share price (in dollars per share) | $ / shares | $ 1.50 | ||||||||
Warrants issued (in shares) | shares | 333,333 | ||||||||
Private Placement [Member] | |||||||||
Organization and Business Operations [Abstract] | |||||||||
Gross proceeds from private placement | $ 7,000,000 | ||||||||
Private Placement [Member] | Private Placement Warrants [Member] | |||||||||
Organization and Business Operations [Abstract] | |||||||||
Share price (in dollars per share) | $ / shares | $ 1.50 | $ 1.50 | |||||||
Warrants issued (in shares) | shares | 4,666,667 | ||||||||
Gross proceeds from private placement | $ 500,000 | ||||||||
Private Placement [Member] | Class A Ordinary Shares [Member] | Private Placement Warrants [Member] | |||||||||
Organization and Business Operations [Abstract] | |||||||||
Number of shares issued upon exercise of warrant (in shares) | shares | 1 | ||||||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 |
Significant Accounting Polici_4
Significant Accounting Policies, Cash Held in Trust Account (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Cash Held in Trust Account [Abstract] | |||
Marketable securities held in trust account | $ 275,045,706 | $ 275,018,013 | |
Dividend income withdrawn | $ 0 | $ 0 |
Significant Accounting Polici_5
Significant Accounting Policies, Ordinary Shares Subject to Possible Redemption (Details) - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Ordinary shares subject to possible redemption (in shares) | 27,500,000 | 27,500,000 |
Class A Ordinary Shares [Member] | ||
Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Ordinary shares subject to possible redemption (in shares) | 27,500,000 | 27,500,000 |
Significant Accounting Polici_6
Significant Accounting Policies, Net Income (Loss) Per Ordinary Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net Income (Loss) Per Ordinary Share [Abstract] | ||
Antidilutive shares excluded from computation (in shares) | 27,500,000 | 27,500,000 |
Class A [Member] | ||
Numerator [Abstract] | ||
Allocation of net income (loss) | $ 5,912,203 | $ (293,848) |
Denominator [Abstract] | ||
Basic weighted average shares outstanding (in shares) | 27,500,000 | 25,000,000 |
Diluted weighted average shares outstanding (in shares) | 27,500,000 | 25,000,000 |
Basic net income (loss) per share (in dollars per share) | $ 0.21 | $ (0.01) |
Diluted net income (loss) per share (in dollars per share) | $ 0.21 | $ (0.01) |
Class B [Member] | ||
Numerator [Abstract] | ||
Allocation of net income (loss) | $ 1,478,051 | $ (84,481) |
Denominator [Abstract] | ||
Basic weighted average shares outstanding (in shares) | 6,875,000 | 7,187,500 |
Diluted weighted average shares outstanding (in shares) | 6,875,000 | 7,187,500 |
Basic net income (loss) per share (in dollars per share) | $ 0.21 | $ (0.01) |
Diluted net income (loss) per share (in dollars per share) | $ 0.21 | $ (0.01) |
Significant Accounting Polici_7
Significant Accounting Policies, Offering Costs (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Offering Costs [Abstract] | |||
Offering costs | $ 15,759,367 | ||
Underwriting fee | 5,500,000 | ||
Deferred underwriting fee | $ 9,625,000 | 9,625,000 | |
Other offering costs | 634,637 | ||
Transaction cost | $ 0 | $ 634,367 | $ 634,367 |
Significant Accounting Polici_8
Significant Accounting Policies, Derivative Warrant Liabilities (Details) - shares | May 05, 2021 | Mar. 26, 2021 |
Derivative Warrant Liabilities [Abstract] | ||
Warrants issued (in shares) | 14,166,667 | |
Over-Allotment Option [Member] | ||
Derivative Warrant Liabilities [Abstract] | ||
Warrants issued (in shares) | 1,166,667 | |
Public Warrants [Member] | ||
Derivative Warrant Liabilities [Abstract] | ||
Warrants issued (in shares) | 8,333,333 | |
Private Warrants [Member] | ||
Derivative Warrant Liabilities [Abstract] | ||
Warrants issued (in shares) | 333,333 | 4,666,667 |
Private Warrants [Member] | Over-Allotment Option [Member] | ||
Derivative Warrant Liabilities [Abstract] | ||
Warrants issued (in shares) | 333,333 |
Significant Accounting Polici_9
Significant Accounting Policies, Income Taxes (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | May 06, 2021 | May 05, 2021 | Mar. 26, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Initial Public Offering [Abstract] | ||||||
Number of shares issued upon exercise of warrant (in shares) | 1 | |||||
Exercise price of warrant (in dollars per share) | $ 11.50 | |||||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | |||||
Gross Proceeds from Issuance, Initial Public Offering | $ 275,000,000 | $ 250,000,000 | ||||
Class A Ordinary Shares Subject To Possible Redemption [Abstract] | ||||||
Ordinary shares, redemption (in shares) | 27,500,000 | 27,500,000 | ||||
Gross proceeds from IPO | $ 0 | $ 245,000,000 | ||||
Ordinary share issuance costs | 0 | $ (575,716) | ||||
Contingently redeemable ordinary share | $ 275,000,000 | $ 275,000,000 | ||||
Class A Ordinary Shares [Member] | ||||||
Initial Public Offering [Abstract] | ||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Class A Ordinary Shares Subject To Possible Redemption [Abstract] | ||||||
Ordinary shares, redemption (in shares) | 27,500,000 | 27,500,000 | ||||
Initial Public Offering [Member] | ||||||
Initial Public Offering [Abstract] | ||||||
Units issued (in shares) | 25,000,000 | |||||
Share price (in dollars per share) | $ 10 | |||||
Class A Ordinary Shares Subject To Possible Redemption [Abstract] | ||||||
Gross proceeds from IPO | $ 275,000,000 | $ 275,000,000 | ||||
Initial Public Offering [Member] | Public Warrants [Member] | ||||||
Initial Public Offering [Abstract] | ||||||
Number of securities included in each Unit (in shares) | 0.33 | |||||
Exercise price of warrant (in dollars per share) | $ 11.50 | |||||
Class A Ordinary Shares Subject To Possible Redemption [Abstract] | ||||||
Less: Proceeds allocated to Public Warrants | (12,161,523) | (12,161,523) | ||||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | ||||||
Initial Public Offering [Abstract] | ||||||
Number of securities included in each Unit (in shares) | 1 | |||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | |||||
Number of shares issued upon exercise of warrant (in shares) | 1 | |||||
Class A Ordinary Shares Subject To Possible Redemption [Abstract] | ||||||
Ordinary share issuance costs | (14,578,504) | (14,578,504) | ||||
Re-measurement of carrying value to redemption value | 26,740,027 | 26,740,027 | ||||
Contingently redeemable ordinary share | $ 275,000,000 | $ 275,000,000 | ||||
Over-Allotment Option [Member] | ||||||
Initial Public Offering [Abstract] | ||||||
Units issued (in shares) | 2,500,000 | |||||
Share price (in dollars per share) | $ 10 | |||||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | |||||
Gross Proceeds from Issuance, Initial Public Offering | $ 25,000,000 | $ 275,000,000 | ||||
Units Outstanding (in shares) | 27,500,000 | |||||
Class A Ordinary Shares Subject To Possible Redemption [Abstract] | ||||||
Gross proceeds from IPO | $ 25,000,000 | |||||
Over-Allotment Option [Member] | Maximum [Member] | ||||||
Initial Public Offering [Abstract] | ||||||
Additional Units that can be purchased to cover over-allotments (in shares) | 3,750,000 | 3,750,000 |
Private Placement Warrants (Det
Private Placement Warrants (Details) - USD ($) | May 05, 2021 | Mar. 26, 2021 | Mar. 31, 2022 |
Private Placement [Abstract] | |||
Warrants issued (in shares) | 14,166,667 | ||
Number of ordinary share called by each warrant (in shares) | 1 | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Private Placement Warrants [Member] | |||
Private Placement [Abstract] | |||
Warrants issued (in shares) | 333,333 | 4,666,667 | |
Private Placement [Member] | Private Placement Warrants [Member] | |||
Private Placement [Abstract] | |||
Warrants issued (in shares) | 4,666,667 | ||
Share price (in dollars per share) | $ 1.50 | $ 1.50 | |
Proceeds from private placement of warrants | $ 7,000,000 | ||
Private Placement [Member] | Private Placement Warrants [Member] | Class A Ordinary Shares [Member] | |||
Private Placement [Abstract] | |||
Number of ordinary share called by each warrant (in shares) | 1 | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||
Over-Allotment Option [Member] | |||
Private Placement [Abstract] | |||
Warrants issued (in shares) | 1,166,667 | ||
Share price (in dollars per share) | $ 10 | ||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | |||
Private Placement [Abstract] | |||
Warrants issued (in shares) | 333,333 | ||
Share price (in dollars per share) | $ 1.50 | ||
IPO [Member] | |||
Private Placement [Abstract] | |||
Share price (in dollars per share) | $ 10 | ||
IPO [Member] | Class A Ordinary Shares [Member] | |||
Private Placement [Abstract] | |||
Number of ordinary share called by each warrant (in shares) | 1 | ||
IPO [Member] | Private Placement Warrants [Member] | |||
Private Placement [Abstract] | |||
Proceeds from private placement of warrants | $ 7,500,000 | ||
Warrants outstanding (in shares) | 5,000,000 |
Related Party Transactions, Fou
Related Party Transactions, Founder Shares (Details) - USD ($) | Dec. 30, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | May 05, 2021 |
Class A Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Shares outstanding (in shares) | 27,500,000 | 27,500,000 | ||
Class B Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Shares outstanding (in shares) | 6,875,000 | 6,875,000 | ||
Sponsor [Member] | Class B Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Proceeds from issuance of common stock | $ 25,000 | |||
Share price (in dollars per share) | $ 0.003 | |||
Issuance of Class B ordinary shares to Sponsor (in shares) | 7,187,500 | |||
Founder Shares [Member] | Sponsor [Member] | Class A Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Threshold trading days | 20 days | |||
Threshold consecutive trading days | 30 days | |||
Founder Shares [Member] | Sponsor [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | ||||
Founder Shares [Abstract] | ||||
Share price (in dollars per share) | $ 12 | |||
Threshold period after initial Business Combination | 150 days | |||
Founder Shares [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | |||
Number of shares no longer subject to forfeiture (in shares) | 625,000 | |||
Shares outstanding (in shares) | 6,875,000 | |||
Holding period for transfer, assignment or sale of Founder Shares | 1 year | |||
Founder Shares [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member] | ||||
Founder Shares [Abstract] | ||||
Shares subject to forfeiture (in shares) | 937,500 |
Related Party Transactions, Pro
Related Party Transactions, Promissory Notes - Related Party (Details) - USD ($) | Nov. 15, 2021 | Dec. 30, 2020 | Apr. 12, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Related Party Loans [Abstract] | |||||
Borrowings outstanding | $ 77,000 | $ 77,000 | |||
Promissory Note [Member] | |||||
Related Party Loans [Abstract] | |||||
Borrowings outstanding | $ 77,000 | $ 77,000 | |||
Promissory Note [Member] | Subsequent Event [Member] | |||||
Related Party Loans [Abstract] | |||||
Principal amount | $ 500,000 | ||||
Sponsor [Member] | |||||
Related Party Loans [Abstract] | |||||
Related party transaction amount | $ 300,000 | ||||
DTA Master, LLC [Member] | Promissory Note [Member] | |||||
Related Party Loans [Abstract] | |||||
Related party transaction amount | $ 250,000 | ||||
Period to pay Note payable in full | 24 months | ||||
Number of business days to pay principal amount | 5 days |
Related Party Transactions, Wor
Related Party Transactions, Working Capital Loans (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Borrowings outstanding | $ 77,000 | $ 77,000 |
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | ||
Related Party Transactions [Abstract] | ||
Borrowings outstanding | 0 | $ 0 |
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | Maximum [Member] | ||
Related Party Transactions [Abstract] | ||
Amount of related party transaction | $ 1,500,000 | |
Share price (in dollars per share) | $ 1.50 |
Related Party Transactions, Adm
Related Party Transactions, Administrative Support Agreement (Details) - USD ($) | Mar. 26, 2021 | Dec. 30, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Related Party Transactions [Abstract] | |||||
Due to Related Parties, Current | $ 0 | $ 131,634 | |||
Administrative Support Agreement [Member] | |||||
Related Party Transactions [Abstract] | |||||
Due to Related Parties, Current | $ 45,000 | $ 0 | |||
Sponsor [Member] | |||||
Related Party Transactions [Abstract] | |||||
Monthly related party fee | $ 300,000 | ||||
Sponsor [Member] | Administrative Support Agreement [Member] | Maximum [Member] | |||||
Related Party Transactions [Abstract] | |||||
Monthly related party fee | $ 15,000 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | May 05, 2021shares | Mar. 26, 2021USD ($)shares | Mar. 31, 2022USD ($)Individualshares |
Registration Rights [Abstract] | |||
Warrants to be registered pursuant to registration rights agreement (in shares) | 6,000,000 | ||
Underwriting Agreement [Abstract] | |||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | ||
Cash underwriting discount percentage | 2.00% | ||
Underwriter deferred fee discount | 3.50% | ||
Class A Ordinary Shares [Member] | |||
Registration Rights [Abstract] | |||
Ordinary shares to be registered pursuant to registration rights agreement (in shares) | 6,875,000 | ||
Class A Ordinary Shares [Member] | Working Capital Loans [Member] | |||
Registration Rights [Abstract] | |||
Ordinary shares to be registered pursuant to registration rights agreement (in shares) | 1,000,000 | ||
Class A Ordinary Shares [Member] | Private Placement Warrants [Member] | |||
Registration Rights [Abstract] | |||
Ordinary shares to be registered pursuant to registration rights agreement (in shares) | 5,000,000 | ||
Maximum [Member] | |||
Registration Rights [Abstract] | |||
Number of demands eligible security holder can make | Individual | 3 | ||
Minimum [Member] | |||
Registration Rights [Abstract] | |||
Ordinary shares to be registered pursuant to registration rights agreement (in shares) | 15,166,667 | ||
Initial Public Offering [Member] | |||
Registration Rights [Abstract] | |||
Units issued (in shares) | 25,000,000 | ||
Underwriting Agreement [Abstract] | |||
Underwriting discount | $ | $ 5,500,000 | ||
Over-Allotment Option [Member] | |||
Registration Rights [Abstract] | |||
Units issued (in shares) | 2,500,000 | ||
Underwriting Agreement [Abstract] | |||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | ||
Over-Allotment Option [Member] | Maximum [Member] | |||
Underwriting Agreement [Abstract] | |||
Additional Units that can be purchased to cover over-allotments (in shares) | 3,750,000 | 3,750,000 | |
Underwriting discount | $ | $ 9,625,000 | ||
Over-Allotment Option [Member] | Minimum [Member] | |||
Registration Rights [Abstract] | |||
Amount of related party transaction | $ | $ 1,500,000 |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) | 3 Months Ended | |
Mar. 31, 2022Vote$ / sharesshares | Dec. 31, 2021$ / sharesshares | |
Stockholders' Deficit [Abstract] | ||
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preference shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Preference shares, shares issued (in shares) | 0 | 0 |
Preference shares, shares outstanding (in shares) | 0 | 0 |
Ordinary shares subject to possible redemption (in shares) | 27,500,000 | 27,500,000 |
Number of votes per share | Vote | 1 | |
Stock conversion percentage threshold | 20.00% | |
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination | 1 | |
Class A Ordinary Shares [Member] | ||
Stockholders' Deficit [Abstract] | ||
Ordinary shares, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares outstanding (in shares) | 27,500,000 | 27,500,000 |
Ordinary shares subject to possible redemption (in shares) | 27,500,000 | 27,500,000 |
Class B Ordinary Shares [Member] | ||
Stockholders' Deficit [Abstract] | ||
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares issued (in shares) | 6,875,000 | 6,875,000 |
Ordinary shares, shares outstanding (in shares) | 6,875,000 | 6,875,000 |
Warrants (Details)
Warrants (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Warrants [Abstract] | |
Number of shares issued upon exercise of warrant (in shares) | shares | 1 |
Exercise price of warrant (in dollars per share) | $ 11.50 |
Trading day period to calculate volume weighted average trading price | 10 days |
Warrant redemption price (in dollars per share) | $ 0.01 |
Period to exercise warrants after business combination | 30 days |
Expiration period of warrants | 5 years |
Period to file registration statement after initial Business Combination | 15 days |
Period for registration statement to become effective | 60 days |
Trading day period to calculate volume weighted average trading price | 10 days |
Redemption period. | 3 days |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | |
Warrants [Abstract] | |
Warrant redemption price (in dollars per share) | $ 0.01 |
Notice period to redeem warrants | 30 days |
Threshold trading days | 20 days |
Threshold Consecutive Trading Days | 30 days |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 18 |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | |
Warrants [Abstract] | |
Warrant redemption price (in dollars per share) | $ 0.10 |
Notice period to redeem warrants | 30 days |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 10 |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | |
Warrants [Abstract] | |
Warrant redemption price (in dollars per share) | $ 18 |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Percentage Multiplier | 115.00% |
Aggregate gross proceeds from issuance as a percentage of total equity proceeds | 60.00% |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Maximum [Member] | |
Warrants [Abstract] | |
Percentage Multiplier | 180.00% |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | Maximum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 9.20 |
Fair Value Measurements, Assets
Fair Value Measurements, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Liabilities [Abstract] | ||
Dividend rate | 0.00% | |
Recurring [Member] | ||
Assets [Abstract] | ||
Cash held in Trust Account | $ 275,045,706 | $ 275,018,013 |
Liabilities [Abstract] | ||
Total | 3,502,580 | 286,363,079 |
Recurring [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liabilities | 2,262,334 | 7,332,417 |
Recurring [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liabilities | 1,240,246 | 4,012,649 |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets [Abstract] | ||
Cash held in Trust Account | 275,045,706 | 275,018,013 |
Liabilities [Abstract] | ||
Total | 2,262,334 | 282,350,430 |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liabilities | 2,262,334 | 7,332,417 |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liabilities | 0 | 0 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Assets [Abstract] | ||
Cash held in Trust Account | 0 | 0 |
Liabilities [Abstract] | ||
Total | 1,240,246 | 4,012,649 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liabilities | 0 | 0 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liabilities | $ 1,240,246 | $ 4,012,649 |
Fair Value Measurements, Level
Fair Value Measurements, Level 3 Fair Value Measurement Inputs (Details) | Mar. 31, 2022$ / shares | Dec. 31, 2021$ / shares |
Fair Value Measurements [Abstract] | ||
Term (in years) | 5 years | |
Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Term (in years) | 5 years 9 months 7 days | 5 years 5 months 12 days |
Warrants [Member] | Share Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 9.78 | 9.80 |
Warrants [Member] | Strike Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 11.50 | 11.50 |
Warrants [Member] | Volatility [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.046 | 0.1550 |
Warrants [Member] | Risk Free Rate [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.0241 | 0.0130 |
Warrants [Member] | Dividend Yield [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0 | 0 |
Fair Value Measurements, Change
Fair Value Measurements, Change in Fair Value of Warrant Liabilities (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value at December 31, 2021 - public and private warrants | $ 4,012,649 |
Change in fair value | (2,772,403) |
Fair value at March 31, 2022 - private warrants | 1,240,246 |
Public Warrants [Member] | Initial Public Offering [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value | 6,665,833 |
Change in valuation inputs or other assumptions | (4,609,166) |
Fair value | 2,056,667 |
Public Warrants [Member] | Over-Allotment Option [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value | 666,584 |
Change in valuation inputs or other assumptions | (460,917) |
Fair value | 205,667 |
Private Placement Warrants [Member] | Private Placement [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value | 3,745,139 |
Change in valuation inputs or other assumptions | (2,587,575) |
Fair value | 1,157,564 |
Private Placement Warrants [Member] | Over-Allotment Option [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value | 267,510 |
Change in valuation inputs or other assumptions | (184,828) |
Fair value | 82,682 |
Warrant Liabilities [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value | 11,345,066 |
Change in valuation inputs or other assumptions | (7,842,486) |
Fair value | $ 3,502,580 |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 12, 2022USD ($) |
Promissory Note [Member] | Subsequent Event [Member] | |
Subsequent Events [Abstract] | |
Principal amount | $ 500,000 |