Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 21, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Plum Acquisition Corp. I | ||
Entity Central Index Key | 0001840317 | ||
Entity File Number | 001-40218 | ||
Entity Tax Identification Number | 98-1577353 | ||
Entity Incorporation, State or Country Code | E9 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | true | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Address, Address Line One | 2021 Fillmore St. #2089 | ||
Entity Address, City or Town | San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94115 | ||
City Area Code | 415 | ||
Local Phone Number | 683-6773 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 309,959,066 | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | New York, NY | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A Ordinary Shares included as part of the units | ||
Trading Symbol | PLMI | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 31,921,634 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 7,980,409 | ||
Capital Units [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant | ||
Trading Symbol | PLMIU | ||
Security Exchange Name | NASDAQ | ||
Redeemable Warrants [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants included as part of the Units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | ||
Trading Symbol | PLMIW | ||
Security Exchange Name | NASDAQ |
Balance Sheet
Balance Sheet | Dec. 31, 2021USD ($) |
Assets: | |
Cash | $ 107,224 |
Prepaid expenses | 343,630 |
Total current assets | 450,854 |
Prepaid expenses - non-current | 48,795 |
Investments held in Trust Account | 319,232,602 |
Total assets | 319,732,251 |
Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit | |
Accounts payable and accrued expenses | 1,055,936 |
Due to related party | 115,000 |
Total current liabilities | 1,170,936 |
Warrant liabilities | 9,352,739 |
Deferred underwriting commissions liabilities | 11,172,572 |
Total liabilities | 21,696,247 |
Commitments and Contingencies (Note 8) | |
Shareholders' Deficit: | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 0 |
Accumulated deficit | (21,181,135) |
Total shareholders' deficit | (21,180,336) |
Total Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit | 319,732,251 |
Class A Ordinary Shares [Member] | |
Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit | |
Class A Ordinary shares subject to possible redemption, 31,921,634 shares at $10.00 redemption value | 319,216,340 |
Shareholders' Deficit: | |
Ordinary Shares | 0 |
Class B Ordinary Shares [Member] | |
Shareholders' Deficit: | |
Ordinary Shares | $ 799 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Temporary equity shares outstanding | 31,921,634 |
Preferred stock par or stated value per share | $ / shares | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 |
Preferred stock shares issued | 0 |
Preferred stock shares outstanding | 0 |
Class A Ordinary Shares [Member] | |
Temporary equity shares outstanding | 31,921,634 |
Temporary equity redemption price per share | $ / shares | $ 10 |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares authorized | 500,000,000 |
Common stock shares issued | 0 |
Common stock shares outstanding | 0 |
Class B Ordinary Shares [Member] | |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares authorized | 50,000,000 |
Common stock shares issued | 7,980,409 |
Common stock shares outstanding | 7,980,409 |
Statement of Operations
Statement of Operations | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Formation and operating expenses | $ 2,916,919 |
Loss from operations | 2,916,919 |
Other income: | |
Change in fair value of warrants | 9,177,618 |
Transaction costs allocated to warrant liabilities | (564,701) |
Gain on expiration of over allotment option | 881,755 |
Interest income – operating account | 2 |
Interest income – trust account | 16,262 |
Total other income, net | 9,510,936 |
Net Income | 6,594,017 |
Class A Ordinary Shares [Member] | |
Other income: | |
Net Income | $ 5,060,575 |
Weighted average ordinary shares outstanding | shares | 25,840,755 |
Basic and diluted net income per ordinary share | $ / shares | $ 0.20 |
Class B Ordinary Shares [Member] | |
Other income: | |
Net Income | $ 1,533,442 |
Weighted average ordinary shares outstanding | shares | 7,830,197 |
Basic and diluted net income per ordinary share | $ / shares | $ 0.20 |
Statement of Changes in Shareho
Statement of Changes in Shareholders' Deficit - 12 months ended Dec. 31, 2021 - USD ($) | Total | Class A Ordinary Shares [Member] | Class B Ordinary Shares [Member] | Ordinary Shares [Member]Class A Ordinary Shares [Member] | Ordinary Shares [Member]Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Beginning balance at Jan. 10, 2021 | |||||||
Beginning balance, shares at Jan. 10, 2021 | |||||||
Class B ordinary shares issued to sponsor | 25,000 | $ 863 | 24,137 | ||||
Class B ordinary shares issued to sponsor, shares | 8,625,000 | ||||||
Forfeit of Founder Shares, Value | $ 64 | $ (64) | 64 | ||||
Forfeit of Founder Shares, Shares | 644,591 | (644,591) | |||||
Initial classification of over-allotment liability | $ (1,170,000) | (1,170,000) | |||||
Partial exercise of over-allotment options | 288,245 | 288,245 | |||||
Excess cash received over fair value of private placement warrants | 208,184 | 208,184 | |||||
Net income | 6,594,017 | $ 5,060,575 | $ 1,533,442 | 6,594,017 | |||
Remeasurement adjustment of carrying value to redemption value | (27,125,782) | $ (27,125,782) | (649,370) | (27,775,152) | |||
Ending balance at Dec. 31, 2021 | $ (21,180,336) | $ 0 | $ 799 | $ 0 | $ (21,181,135) | ||
Ending balance, shares at Dec. 31, 2021 | 0 | 7,980,409 |
Statement of Cash Flows
Statement of Cash Flows | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net Income | $ 6,594,017 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on investments held in Trust Account | (16,262) |
Change in fair value of warrant liabilities | (9,177,618) |
Transaction costs allocated to warrant liabilities | 564,701 |
Gain on expiration of over-allotment option | (881,755) |
Changes in operating assets and liabilities | |
Prepaid expense | (392,425) |
Due to related party | 115,000 |
Accounts payable and accrued expenses | 1,055,936 |
Net cash used in operating activities | (2,138,406) |
Cash flows from investing activities: | |
Investments held in Trust | (319,216,340) |
Net cash used in investing activities | (319,216,340) |
Cash flows from financing activities: | |
Proceeds from sale of ordinary shares to Sponsor | 25,000 |
Proceeds from sale of Units, net of offering costs | 312,832,013 |
Proceeds from issuance of Private Placement Warrants | 9,384,327 |
Payment of offering costs | (779,370) |
Net cash provided by financing activities | 321,461,970 |
Net Change in Cash | 107,224 |
Cash, beginning of the period | 0 |
Cash, end of period | 107,224 |
Supplemental Disclosure of Non-cash Financing Activities: | |
Remeasurement adjustment of Class A ordinary shares subject to possible redemption | 27,125,782 |
Forfeiture of founder shares | 64 |
Deferred underwriting commissions payable charged to additional paid in capital | $ 11,172,572 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Plum Acquisition Corp. I (the “Company”) was incorporated as a Cayman Islands exempted company on January 11, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any Business Combination target. The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from January 11, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“IPO”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a business combination. The Company believes it will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in The Company’s Sponsor is Plum Partners, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on March 15, 2021 (the “Effective Date”). On March 18, 2021, the Company consummated the initial public offering (the “Public Offering” or “IPO”) of 30,000,000 units (the “Units), at $10.00 per Unit, generating gross proceeds of $300,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, which is discussed in Note 4. Each warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, generating gross proceeds of $9,000,000, which is described in Note 4. The Company granted the underwriters a 45-day option The underwriters partially exercised the over-allotment option on April 14, 2021 and purchased 1,921,634 Units at $10.00 per Unit. Simultaneously with the issuance and sale of the Units on April 14, 2021, the Company consummated the private placement with the Sponsor for an aggregate of 256,218 warrants to purchase Class A Ordinary Shares for $1.50 per warrant generating total proceeds of $384,327. On April 14, 2021, $19,216,340, net of the underwriter discount, was deposited in the Company’s Trust account. A total of $19,216,340 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Transaction costs of the IPO and the exercise of the over-allotment option amounted to $18,336,269 consisting of $6,384,327 of underwriting discount, $11,172,572 of deferred underwriting discount, and $779,370 of other offering costs. Of the transaction costs, $564,701 is included in transaction costs on the statement of operations and $17,771,568 is included in equity. Following the closing of the Public Offering on March 18, 2021 and the partial exercise of the underwriters’ over-allotment option, $319,216,340 (approximately $10.00 per Unit) from the net proceeds of the sale of the Units in the Public Offering, including the proceeds from the sale of the Private Placement Warrants, was deposited in a trust account (“Trust Account”) located in the United States at Goldman Sachs, with Continental Stock Transfer & Trust Company under Rule 2a-7 under the The Company will provide shareholders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the IPO (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder 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 stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at a per-share price, payable in two Public Share. The per-share amount the Company These Public Shares have been classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 and the approval of an ordinary resolution. The Company will have only 24 months from March 18, 2021, the closing of the IPO, to complete an initial Business Combination. However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten at a per-share price, payable in The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares, (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) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem % of its public shares if the Company does not complete our initial Business Combination within the Combination Period or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate an initial Business Combination within 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 its initial Business Combination within the prescribed time frame) and (iv) vote their Founder Shares and public shares in favor of our initial Business Combination. Liquidity, Capital Resources and Going Concern The Company’s liquidity needs up to March 18, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the Founder Shares. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors have committed to provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans. As of December 31, 2021, the Company had $107,224 in its operating bank account and a deficit In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, Presentation of Financial Statements—Going Concern”, management has determined that the Company has and will continue to incur significant costs in pursuit of its acquisition plans which raises substantial doubt about the Company’s ability to continue as a going concern. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Accounts. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. Further, management has determined that if the Company is unable to complete a Business Combination by March 18, 2023 (the “Combination Period”), then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as the Company’s working capital deficit raise 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 the Combination Period. The Company intends to complete a Business Combination before the mandatory liquidation date. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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. The Company did not have any cash equivalents as of December 31, 2021. Investments Held in Trust Account At December 31, 2021, funds held in the Trust Account include $319,232,602 of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 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. As of December 31, 2021, the ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 319,216,340 Less: Proceeds allocated to Public Warrants (9,354,214 ) Ordinary share issuance costs (17,771,568 ) Plus: Remeasurement adjustment of carrying value to redemption value 27,125,782 Ordinary shares subject to possible redemption $ 319,216,340 Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, (excluding the Warrants) which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Warrant Liabilities The Company accounts for the Warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own ordinary shares and whether the holders of the Warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at as a non-cash gain or The Company accounts for the Public and Private warrants in accordance with guidance contained in ASC815-40. Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as December 31, 2021 due to the short term maturities of such instruments. See Note 7 for additional information on warrant liabilities measured at fair value. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income 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 potential 12,640,544 ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the period from January 11, 2021 (inception) through December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: For the Period from January 11, 2021 (Inception) through December 31, 2021 Class A Class B Numerator Allocation of net income $ 5,060,575 $ 1,533,442 Denominator Weighted average shares outstanding 25,840,755 7,830,197 Basic and diluted net income per share $ 0.20 $ 0.20 Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40)(“ASU 2020-06”)to 2020-06 2020-06 2020-06 2020-06 2020-06 Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On March 18, 2021, the Company sold 30,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, and one-fifth of one On April 14, 2021, the Company sold an additional 1,921,634 Units at a purchase price of $10.00 per Unit, each consisting of one Class A ordinary share and one-fifth of All of the 31,921,634 Class A ordinary share 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 ASC480-10-S99, The Class A ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC480-10-S99. paid-in |
Private Placements
Private Placements | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Private Placements | Note 4 — Private Placements Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,000,000, in a private placement. Simultaneously with the issuance and sale of the Units on April 14, 2021, the Company consummated the private placement with the Sponsor for an aggregate of 256,218 warrants to purchase Class A Ordinary Shares for $1.50 per warrant generating total proceeds of $384,327. A portion of the proceeds from the private placements were added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants have terms and provisions that are identical to those of the warrants sold If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units sold in the IPO. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On January 13, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 8,625,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). Up to 1,125,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters. On April 14, 2021 the underwriters partially exercised their over-allotment option buying 1,921,634 Units thus reducing the total number of share subject to forfeiture to 644,591. On May 2, 2021 the underwriters’ over-allotment option expired and 644,591 Founder Shares were forfeited to the Company. The Sponsor and the Company’s directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing other property (the “Lock-up”). Any permitted transferees Promissory Note — Related Party On January 13, 2021, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable 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, have committed to loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to it. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor its affiliates or any members of the Company’s management team as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s Trust Account. As of December 31, 2021, there are no outstanding balance on the Working Capital Loans. Administrative Support Agreement The Company will pay the Sponsor or an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the management team. Upon completion of the initial Business Combination or its liquidation, the Company will cease paying these monthly fees. In addition, the Company reimburses the Sponsor for the reasonable costs of salaries and other services provided to the Company by the employees, consultants and or members of the Sponsor or its affiliates. For the period from January 11, 2021 through December 31, 2021 , was for reimbursement of costs of salaries and other services and was for office space, secretarial and administrative services. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 6 — Warrants The Public Warrants will become exercisable at $11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the initial Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than twenty In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. 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 with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading 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: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined above); • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the 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”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Recurring Fair Value Measurements | Note 7 — Recurring Fair Value Measurements Investments Held in Trust Account As of December 31, 2021, the Fair values of the Company’s investments are classified as Level 1 utilizing quoted prices (unadjusted) in active markets for identical assets. Recurring Fair Value Measurements The Company’s permitted investments consist of U.S. Money Market funds. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s initial value of the warrant liability was based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets and classified as level 3. The subsequent measurement of the Public Warrants is classified as Level 1 due to the use of an observable market price of these warrants. The subsequent measurement of the Private Warrants is classified as Level 2 because these warrants are economically equivalent to the Public warrants, based on the terms of the Private Warrant agreement, and as such their value is principally derived by the value of the Public Warrants. Significant deviations from these estimates and inputs could result in a material change in fair value. At June 30, 2021, the Company reclassified the Public Warrants and Private Warrants from Level 3 to Level 1 and Level 2, respectively. The overallotment liability is measured at fair value using the Black Scholes Option Pricing Model with significant unobservable inputs. The fair value is based on the share price of the underlying shares and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. Therefore, the overallotment liability is considered to be a Level 3 financial instrument. There was no overallotment liability outstanding as of December 31, 2021. The following table presents fair value information as of December 31, 2021, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Total Level 1 Level 2 Level 3 Assets Investments held in Trust Account—U.S. Money Market $ 319,232,602 $ 319,232,602 $ — $ — Liabilities Public warrant liability 4,723,763 4,723,763 — — Private warrant liability 4,628,976 — 4,628,976 — Total $ 9,352,739 $ 4,723,763 $ 4,628,976 $ — Measurement The following table provides a reconciliation of changes in the Level 3 fair value classification: Fair value at January 11, 2021 $ — Issuance due to IPO at March 18, 2021 17,640,000 Issuance of over-allotment option 1,170,000 Issuance of overallotment warrant placements (public and private) 890,357 Partial exercise of over-allotment option (288,245 ) Reclassification of Private Warrants to Level 2 (1) (7,405,819 ) Reclassification of Public Warrants to Level 1 (1) (7,257,213 ) Expiration of over-allotment option (567,241 ) Change in fair value (4,181,839 ) Fair Value at December 31, 2021 $ — (1) These warrants were reclassified on June 30, 2021 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up Underwriting Agreement The Company granted the underwriters a 45-day option from March 18, On March 18, 2021, the Company paid the underwriters’ fee of $6,000,000 upon the closing of the IPO. Upon partial exercise of the over-allotment option, the Company paid $384,327 to the underwriters. In addition, $11,172,572 will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | Note 9 — Shareholders’ Deficit Preference Shares Class A Ordinary Shares Class B Ordinary Shares Holders of the Class A ordinary shares and holders of the 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 (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of of less than one-to-one. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events other than noted below that would have required adjustment or disclosure in the financial statements. On January 31, 2022, the Company issued an unsecured promissory note (the “Note”) in the principal amount of $500,000 to Mike Dinsdale (the “Payee”). The Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination (a “Business Combination”). The Company may draw on the Note from time to time until the earlier of March 18, 2023 or the date on which the Company consummates a Business Combination. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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. The Company did not have any cash equivalents as of December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account At December 31, 2021, funds held in the Trust Account include $319,232,602 of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 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. As of December 31, 2021, the ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 319,216,340 Less: Proceeds allocated to Public Warrants (9,354,214 ) Ordinary share issuance costs (17,771,568 ) Plus: Remeasurement adjustment of carrying value to redemption value 27,125,782 Ordinary shares subject to possible redemption $ 319,216,340 |
Offering Costs | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC |
Fair value of financial instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, (excluding the Warrants) which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
Warrant Liability | Warrant Liabilities The Company accounts for the Warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own ordinary shares and whether the holders of the Warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at as a non-cash gain or The Company accounts for the Public and Private warrants in accordance with guidance contained in ASC815-40. |
Fair Value Measurements | Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as December 31, 2021 due to the short term maturities of such instruments. See Note 7 for additional information on warrant liabilities measured at fair value. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income Per Ordinary Share | Net Income 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 potential 12,640,544 ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the period from January 11, 2021 (inception) through December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: For the Period from January 11, 2021 (Inception) through December 31, 2021 Class A Class B Numerator Allocation of net income $ 5,060,575 $ 1,533,442 Denominator Weighted average shares outstanding 25,840,755 7,830,197 Basic and diluted net income per share $ 0.20 $ 0.20 |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40)(“ASU 2020-06”)to 2020-06 2020-06 2020-06 2020-06 2020-06 Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of basic and diluted net income per share for each class of ordinary share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: For the Period from January 11, 2021 (Inception) through December 31, 2021 Class A Class B Numerator Allocation of net income $ 5,060,575 $ 1,533,442 Denominator Weighted average shares outstanding 25,840,755 7,830,197 Basic and diluted net income per share $ 0.20 $ 0.20 |
Summary Of Ordinary Shares Subject To Possible Redemption Reflected On Balance sheet | As of December 31, 2021, the ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 319,216,340 Less: Proceeds allocated to Public Warrants (9,354,214 ) Ordinary share issuance costs (17,771,568 ) Plus: Remeasurement adjustment of carrying value to redemption value 27,125,782 Ordinary shares subject to possible redemption $ 319,216,340 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of fair values of assets and liabilities | The following table presents fair value information as of December 31, 2021, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Total Level 1 Level 2 Level 3 Assets Investments held in Trust Account—U.S. Money Market $ 319,232,602 $ 319,232,602 $ — $ — Liabilities Public warrant liability 4,723,763 4,723,763 — — Private warrant liability 4,628,976 — 4,628,976 — Total $ 9,352,739 $ 4,723,763 $ 4,628,976 $ — |
Summary of reconciliation of changes in fair value | The following table provides a reconciliation of changes in the Level 3 fair value classification: Fair value at January 11, 2021 $ — Issuance due to IPO at March 18, 2021 17,640,000 Issuance of over-allotment option 1,170,000 Issuance of overallotment warrant placements (public and private) 890,357 Partial exercise of over-allotment option (288,245 ) Reclassification of Private Warrants to Level 2 (1) (7,405,819 ) Reclassification of Public Warrants to Level 1 (1) (7,257,213 ) Expiration of over-allotment option (567,241 ) Change in fair value (4,181,839 ) Fair Value at December 31, 2021 $ — (1) These warrants were reclassified on June 30, 2021 |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Detail) - USD ($) | Apr. 14, 2021 | Mar. 18, 2021 | Mar. 31, 2021 | Dec. 31, 2021 |
Sale of stock price per share | $ 10 | |||
Share price | $ 10 | |||
Statement of operations | $ 564,701 | $ 564,701 | ||
Proceeds from sale of units | $ 319,216,340 | |||
Public share redeemable percentage | 100.00% | |||
Net tangible asset | $ 5,000,001 | |||
Interest to pay dissolution expenses | $ 100,000 | |||
Operating bank account | 107,224 | |||
Redeemable period of public share | 10 days | |||
Consummation of the initial Business Combination | 2 days | |||
Working capital loans | $ 0 | |||
Sale of stock number of shares issued In transaction | 30,000,000 | |||
Equity | 17,771,568 | |||
Cash deposited in Trust Account | $ 19,216,340 | |||
Founder Shares [Member] | ||||
Offering cost | $ 25,000 | |||
Private placement warrant [Member] | ||||
Sale of stock price per share | $ 1.50 | |||
Proceeds from issuance of private placement | $ 9,000,000 | |||
Sale of stock number of shares issued In transaction | 6,000,000 | |||
IPO [Member] | ||||
Sale of stock price per share | $ 10 | |||
Sale of stock, consideration received on transaction | $ 300,000,000 | |||
Transaction costs | 18,336,269 | |||
Underwriting discount | 6,384,327 | |||
Deferred underwriting discount | 11,172,572 | |||
Other Offering Costs | $ 779,370 | |||
Public share redeemable percentage | 100.00% | |||
Business combination period | 24 months | |||
Common stock par or stated value per share | $ 0.0001 | |||
Operating bank account | 107,224 | |||
Working capital | $ 720,082 | |||
Sale of stock number of shares issued In transaction | 30,000,000 | |||
Over-Allotment Option [Member] | ||||
Sale of stock price per share | $ 10 | |||
Share price | $ 10 | |||
Stock Issued | 1,921,634 | |||
Stock issued during period shares new issues | 1,921,634 | |||
Stock Issued During Period, Value, New Issues | $ 19,216,340 | |||
Over-Allotment Option [Member] | Underwriters [Member] | ||||
Over Allotments Option Vesting Period | 45 days | |||
Stock Issued | 4,500,000 | |||
Stock issued during period shares new issues | 4,500,000 | |||
Common Class A [Member] | ||||
Share price | $ 11.50 | |||
Common stock par or stated value per share | $ 0.0001 | |||
Common Class A [Member] | Private placement warrant [Member] | Sponsor [Member] | ||||
Proceeds from issuance of private placement | $ 384,327 | |||
Class Of Warrants and Rights Issued During the Period | 256,218 | |||
Class Of Warrants and Rights Issued, Price Per Warrant | $ 1.50 |
Significant Accounting Polici_4
Significant Accounting Policies - Summary Of Ordinary Shares Subject To Possible Redemption Reflected On Balance sheet (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Temporary Equity [Line Items] | |
Gross proceeds from IPO | $ 319,216,340 |
Proceeds allocated to Public Warrants | (9,384,327) |
Remeasurement adjustment of carrying value to redemption value | 27,125,782 |
Common Class A [Member] | |
Temporary Equity [Line Items] | |
Proceeds allocated to Public Warrants | (9,354,214) |
Ordinary share issuance costs | (17,771,568) |
Remeasurement adjustment of carrying value to redemption value | 27,125,782 |
Ordinary shares subject to possible redemption | $ 319,216,340 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Net Income Per Ordinary Share (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Allocation of net income | $ 6,594,017 |
Common Class A [Member] | |
Allocation of net income | $ 5,060,575 |
Weighted average shares outstanding | shares | 25,840,755 |
Basic and diluted net income per share | $ / shares | $ 0.20 |
Common Class B [Member] | |
Allocation of net income | $ 1,533,442 |
Weighted average shares outstanding | shares | 7,830,197 |
Basic and diluted net income per share | $ / shares | $ 0.20 |
Significant Accounting Polici_6
Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Federal depository insurance coverage | $ 250,000 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | |
Assets Held-in-trust | $ 319,232,602 |
Warrant [Member] | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share | shares | 12,640,544 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | Apr. 14, 2021 | Mar. 18, 2021 | Dec. 31, 2021 |
Initial Public Offering Disclosure [Line Items] | |||
Sale of stock number of shares issued In transaction | 30,000,000 | ||
Sale of stock price per share | $ 10 | ||
Share price | 10 | ||
Temporary equity shares outstanding | 31,921,634 | ||
Class A Ordinary Shares [Member] | |||
Initial Public Offering Disclosure [Line Items] | |||
Share price | $ 11.50 | ||
Temporary equity shares outstanding | 31,921,634 | ||
IPO [Member] | |||
Initial Public Offering Disclosure [Line Items] | |||
Sale of stock number of shares issued In transaction | 30,000,000 | ||
Sale of stock price per share | $ 10 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering Disclosure [Line Items] | |||
Sale of stock price per share | $ 10 | ||
Share price | $ 10 | ||
Stock issued during period shares new issues | 1,921,634 |
Private Placements - Additional
Private Placements - Additional Information (Detail) - USD ($) | Apr. 14, 2021 | Mar. 18, 2021 | Mar. 31, 2021 | Dec. 31, 2021 |
Private Placement [Line Items] | ||||
Sale of stock price per share | $ 10 | |||
Number of trading days | 30 days | |||
Sale of stock number of shares issued In transaction | 30,000,000 | |||
Private Placement Warrants [Member] | ||||
Private Placement [Line Items] | ||||
Sale of stock price per share | $ 1.50 | |||
Proceeds from issuance of private placement | $ 9,000,000 | |||
Sale of stock number of shares issued In transaction | 6,000,000 | |||
Private Placement Warrants [Member] | Sponsor [Member] | ||||
Private Placement [Line Items] | ||||
Sale of stock price per share | $ 1.50 | |||
Class of warrant or right stock issued during period shares | 256,218 | |||
Class of warrants or rights warrants issued during the period value | $ 384,327 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | May 02, 2021 | Apr. 14, 2021 | Jan. 13, 2021 | Dec. 31, 2021 | Mar. 18, 2021 |
Related Party Transaction [Line Items] | |||||
Share price | $ 10 | ||||
Promissory note borrowed amount | $ 115,000 | ||||
Common Stock, Shares, Subject to Forfeiture | 644,591 | ||||
Forfeiter of founder shares | 644,591 | 644,591 | |||
Office Space, Secretarial and Administrative Services [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related Party Transaction, Amounts of Transaction | $ 115,000 | ||||
Over-Allotment Option [Member] | |||||
Related Party Transaction [Line Items] | |||||
Share price | $ 10 | ||||
Stock issued during period shares new issues | 1,921,634 | ||||
Sponsor [Member] | Reimbursement of Salaries and Other Services [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related Party Transaction, Amounts of Transaction | 736,053 | ||||
Sponsor [Member] | Commercial Paper [Member] | |||||
Related Party Transaction [Line Items] | |||||
Promissory note face amount | $ 300,000 | ||||
Promissory note interest rate | 0.00% | ||||
Promissory note borrowed amount | 0 | ||||
Working Capital Loans [Member] | Private Placement Warrants [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument convertible carrying amount of equity component | $ 1,500,000 | ||||
Working capital loans convertible price per share | $ 1.50 | ||||
Sponsor Or An Affiliate Of The Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related Party Transaction, Amounts of Transaction | $ 851,053 | ||||
Founder Shares [Member] | |||||
Related Party Transaction [Line Items] | |||||
Founder shares lock in period | 1 year | ||||
Number of consecutive trading days determining founder shares lock in period | 20 days | ||||
Number of trading days determining founder shares lock in period | 30 days | ||||
Threshold number of days determining founder shares lock in period | 150 days | ||||
Class A Ordinary Shares [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock par value | $ 0.0001 | ||||
Share price | $ 11.50 | ||||
Class A Ordinary Shares [Member] | Share Price Equals Or Exceeds 12 USD [Member] | |||||
Related Party Transaction [Line Items] | |||||
Share price | 12 | ||||
Class B Ordinary Shares [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock par value | $ 0.0001 | ||||
Founder shares subject to forfeiture | 1,125,000 | ||||
Class B Ordinary Shares [Member] | Founder Shares [Member] | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Offering costs paid by sponsor in consideration | $ 25,000 | ||||
Offering costs paid by sponsor in consideration per value | $ 0.003 | ||||
Stock issued | 8,625,000 | ||||
Common stock par value | $ 0.0001 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Mar. 18, 2021 | |
Class of Warrant or Right [Line Items] | ||
Number of days after the closing of the initial business combination to file with the SEC | 20 days | |
Number of days after the closing of the initial business combination for registration statement to be effective | 60 days | |
Share price | $ 10 | |
Percentage proceeds from issuances to total equity proceeds. | 60.00% | |
Class A Ordinary Shares [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of days determining fair market value of the Class A ordinary shares | 10 days | |
Share price | $ 11.50 | |
Class A Ordinary Shares [Member] | Share Price Equals Or Exceeds 18 USD [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share price | $ 18 | |
Share issued price per share | 18 | |
Class A Ordinary Shares [Member] | Share Price Equals Or Exceeds 10 USD [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share price | 10 | |
Class A Ordinary Shares [Member] | Share Price Less Than 18 USD [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share price | 18 | |
Class A Ordinary Shares [Member] | Share Price Less Than 9.20 USD [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share price | 9.20 | |
Share issued price per share | $ 9.20 | |
Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants expiration | 5 years | |
Warrant redemption price | $ 0.10 | |
Period for notice of redemption | 30 days | |
Number of days determining warrants exercise price | 20 days | |
Warrant [Member] | Share Price Equals Or Exceeds 10 USD [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of consecutive trading days determining warrant redemption | 20 days | |
Number of trading days determining warrant redemption | 30 days | |
Warrant [Member] | Share Price Less Than 18 USD [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right redemption price adjustment percentage | 180.00% | |
Warrant [Member] | Share Price Less Than 9.20 USD [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right redemption price adjustment percentage | 115.00% | |
Warrant [Member] | Class A Ordinary Shares [Member] | ||
Class of Warrant or Right [Line Items] | ||
Effective day for registration statement to be effective | 60 days | |
Securities called by each warrant | 0.361 | |
Public Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants exercise price | $ 11.50 | |
Number days after the initial Business Combination determining Warrants exercisable | 30 days | |
Warrant redemption price | $ 0.01 | |
Period for notice of redemption | 30 days | |
Number of consecutive trading days determining warrant redemption | 20 days | |
Number of trading days determining warrant redemption | 30 days | |
Private Placement Warrants [Member] | Share Price Less Than 18 USD [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of consecutive trading days determining warrant redemption | 20 days | |
Number of trading days determining warrant redemption | 30 days |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements - Summary of Fair Values of Assets and Liabilities (Detail) | Dec. 31, 2021USD ($) |
Assets | |
Investments held in Trust Account | $ 319,232,602 |
Money Market Funds [Member] | |
Assets | |
Investments held in Trust Account | 319,200,000 |
Fair Value, Recurring [Member] | |
Liabilities | |
Fair value, net asset (liability) | 9,352,739 |
Fair Value, Recurring [Member] | Money Market Funds [Member] | |
Assets | |
Investments held in Trust Account | 319,232,602 |
Fair Value, Recurring [Member] | Public warrant liability [Member] | |
Liabilities | |
Warrants liabilities | 4,723,763 |
Fair Value, Recurring [Member] | Private warrant liability [Member] | |
Liabilities | |
Warrants liabilities | 4,628,976 |
Level 1 [Member] | Fair Value, Recurring [Member] | |
Liabilities | |
Fair value, net asset (liability) | 4,723,763 |
Level 1 [Member] | Fair Value, Recurring [Member] | Money Market Funds [Member] | |
Assets | |
Investments held in Trust Account | 319,232,602 |
Level 1 [Member] | Fair Value, Recurring [Member] | Public warrant liability [Member] | |
Liabilities | |
Warrants liabilities | 4,723,763 |
Level 1 [Member] | Fair Value, Recurring [Member] | Private warrant liability [Member] | |
Liabilities | |
Warrants liabilities | 0 |
Level 2 [Member] | Fair Value, Recurring [Member] | |
Liabilities | |
Fair value, net asset (liability) | 4,628,976 |
Level 2 [Member] | Fair Value, Recurring [Member] | Money Market Funds [Member] | |
Assets | |
Investments held in Trust Account | 0 |
Level 2 [Member] | Fair Value, Recurring [Member] | Public warrant liability [Member] | |
Liabilities | |
Warrants liabilities | 0 |
Level 2 [Member] | Fair Value, Recurring [Member] | Private warrant liability [Member] | |
Liabilities | |
Warrants liabilities | 4,628,976 |
Level 3 [Member] | Fair Value, Recurring [Member] | |
Liabilities | |
Fair value, net asset (liability) | 0 |
Level 3 [Member] | Fair Value, Recurring [Member] | Money Market Funds [Member] | |
Assets | |
Investments held in Trust Account | 0 |
Level 3 [Member] | Fair Value, Recurring [Member] | Public warrant liability [Member] | |
Liabilities | |
Warrants liabilities | 0 |
Level 3 [Member] | Fair Value, Recurring [Member] | Private warrant liability [Member] | |
Liabilities | |
Warrants liabilities | $ 0 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements - Summary of Reconciliation of Changes in Fair Value (Detail) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Change in fair value | $ (4,181,839) |
Private Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Reclassification | (7,405,819) |
Public Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Change in fair value | (7,257,213) |
Warrant Liability [Member] | Level 3 [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value at January 11, 2021 | 0 |
Fair Value at December 31, 2021 | 0 |
Warrant Liability [Member] | Level 3 [Member] | IPO [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial value at March 18, 2021 | 17,640,000 |
Warrant Liability [Member] | Level 3 [Member] | Over-Allotment Option [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial value at March 18, 2021 | 890,357 |
Issuance of over-allotment option | 1,170,000 |
Partial exercise of over-allotment option | (288,245) |
Expiration of over-allotment option | $ (567,241) |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Investments in the company's trust account | $ 319,232,602 |
Overallotment liability | $ 0 |
Minimum [Member] | Short Term Investment [Member] | |
Investments maturity period | 3 months |
Maximum [Member] | Short Term Investment [Member] | |
Investments maturity period | 1 year |
Money Market Funds [Member] | |
Investments in the company's trust account | $ 319,200,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Apr. 14, 2021 | Mar. 18, 2021 | Dec. 31, 2021 |
Deferred underwriting commissions payable | $ 11,172,572 | ||
IPO [Member] | |||
Underwriters fee paid | $ 6,000,000 | ||
Payments for Underwriting Expense | $ 6,000,000 | ||
Over-Allotment Option [Member] | |||
Stock Issued | 1,921,634 | ||
Stock issued during period shares new issues | 1,921,634 | ||
Underwriters [Member] | Over-Allotment Option [Member] | |||
Over-allotments option vesting period | 45 days | ||
Stock Issued | 4,500,000 | ||
Underwriters fee paid | $ 384,327 | ||
Stock issued during period shares new issues | 4,500,000 | ||
Payments for Underwriting Expense | $ 384,327 | ||
Class A Ordinary Shares [Member] | Private Placement Warrants [Member] | |||
Effective days of lock-up period | 30 days |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - USD ($) | May 02, 2021 | Dec. 31, 2021 | Mar. 18, 2021 |
Preference shares authorized | 1,000,000 | ||
Preference shares par value | $ 0.0001 | ||
Preference shares issued | 0 | ||
Preference shares outstanding | 0 | ||
Common stock shares subject to possible redemption | 31,921,634 | ||
Common stock voting rights | Holders of the Class A ordinary shares and holders of the 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. | ||
Conversion basis | one-to-one | ||
Founder Shares Forfeited Shares | 644,591 | 644,591 | |
IPO [Member] | |||
Common stock par or stated value per share | $ 0.0001 | ||
Ordinary Shares [Member] | IPO [Member] | |||
Percentage owned by initial shareholders on the issued and outstanding ordinary shares after the IPO | 20.00% | ||
Class A Ordinary Shares [Member] | |||
Common stock shares authorized | 500,000,000 | ||
Common stock shares outstanding | 0 | ||
Common stock par or stated value per share | $ 0.0001 | ||
Common stock shares subject to possible redemption | 31,921,634 | ||
Common stock shares issued | 0 | ||
Class A Ordinary Shares [Member] | Fouder Shares [Member] | |||
Percentage of conversion | 20.00% | ||
Class B Ordinary Shares [Member] | |||
Common stock shares authorized | 50,000,000 | ||
Common stock shares outstanding | 7,980,409 | ||
Common stock par or stated value per share | $ 0.0001 | ||
Common stock voting rights | one | ||
Common stock shares issued | 7,980,409 | ||
Common stock consideration for shares subject to forfeiture | $ 0 | ||
Class B Ordinary Shares [Member] | Ordinary Shares [Member] | |||
Founder Shares Forfeited Shares | (644,591) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Jan. 31, 2022USD ($) |
Mike Dinsdale [Member] | Unsecured Debt [Member] | |
Subsequent Event [Line Items] | |
Debt Instrument, Face Amount | $ 500,000 |