Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | VPC Impact Acquisition Holdings II | |
Entity Central Index Key | 0001840792 | |
Entity Tax Identification Number | 98-1576492 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-40160 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | Victory Park Capital Advisors, LLC | |
Entity Address, Address Line Two | 150 North Riverside Plaza | |
Entity Address, Address Line Three | Suite 5200 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60606 | |
City Area Code | 312 | |
Local Phone Number | 701-1777 | |
Document Transition Report | false | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 | |
Trading Symbol | VPCB | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 25,578,466 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,394,617 | |
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-fourth of one redeemable warrant | |
Trading Symbol | VPCBU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Trading Symbol | VPCBW | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | |
Current assets | |||
Cash | $ 327,260 | $ 449,338 | |
Prepaid expenses | 632,450 | 749,808 | |
Total Current Assets | 959,710 | 1,199,146 | |
Investment held in Trust Account | 255,830,678 | 255,806,358 | |
TOTAL ASSETS | 256,790,388 | 257,005,504 | |
Current liabilities | |||
Current liabilities – accrued expense | 3,869,140 | 3,005,751 | |
Warrant liabilities | 6,468,153 | 15,175,741 | |
Deferred underwriting fee payable | 8,952,463 | 8,952,463 | |
TOTAL LIABILITIES | 19,289,756 | 27,133,955 | |
Commitments and Contingencies | |||
Class A ordinary shares subject to possible redemption 25,578,466 shares at $10.00 per share redemption value as of March 31, 2022 and December 31, 2021 | 255,784,660 | 255,784,660 | |
Shareholders' Deficit | |||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 | 0 | |
Additional paid-in capital | 0 | 0 | |
Accumulated deficit | (18,284,667) | (25,913,750) | |
Total Shareholders' Deficit | (18,284,028) | (25,913,111) | |
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | 256,790,388 | 257,005,504 | |
Class A [Member] | |||
Shareholders' Deficit | |||
Ordinary shares | 0 | 0 | |
Class B [Member] | |||
Shareholders' Deficit | |||
Ordinary shares | [1] | $ 639 | $ 639 |
[1] | In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option on March 9, 2021, 74,133 Founder Shares were forfeited and 769,617 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,394,617 Founder Shares outstanding at March 31, 2022. |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Mar. 31, 2022 | |
Temporary Equity, Shares Authorized | 25,578,466 | 25,578,466 |
Temporary Equity, Par Value | $ 10 | $ 10 |
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Class A [Member] | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 25,578,466 | 25,578,466 |
Common Stock, Shares, Outstanding | 25,578,466 | 25,578,466 |
Class B [Member] | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 6,394,617 | 6,394,617 |
Common Stock, Shares, Outstanding | 6,394,617 | 6,394,617 |
Class B [Member] | Founder Shares [Member] | ||
Common Stock, Shares, Outstanding | 6,394,617 | |
Forfeiture of Founder Shares, Shares | 74,133 | |
Common stock shares not subject to forfeiture | 769,617 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
General and administrative expenses | $ 1,102,825 | $ 131,660 |
Loss from operations | (1,102,825) | (131,660) |
Other income (expenses): | ||
Changes in fair value of warrant liabilities | 8,707,588 | (872,184) |
Transaction costs incurred in connection with warrant liabilities | 0 | (609,973) |
Interest earned on investments held in Trust Account | 24,320 | 3,720 |
Total other income (expenses) | 8,731,908 | (1,478,437) |
Net income (loss) | 7,629,083 | (1,610,097) |
Class A [Member] | ||
Other income (expenses): | ||
Net income (loss) | $ 6,103,266 | $ (899,605) |
Weighted average shares outstanding | 25,578,466 | 7,404,293 |
Basic and diluted net income (loss) per share | $ 0.24 | $ (0.12) |
Class B [Member] | ||
Other income (expenses): | ||
Net income (loss) | $ 1,525,817 | $ (710,492) |
Weighted average shares outstanding | 6,394,617 | 5,847,784 |
Basic and diluted net income (loss) per share | $ 0.24 | $ (0.12) |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Deficit - USD ($) | Total | Class A [Member] | Class B [Member] | Ordinary Shares [Member]Class A [Member] | Ordinary Shares [Member]Class B [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Jan. 12, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Beginning balance, shares at Jan. 12, 2021 | 0 | 0 | |||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | $ 0 | $ 647 | 24,353 | 0 | ||
Issuance of Class B ordinary shares to Sponsor, Shares | 0 | 6,468,750 | |||||
Forfeiture of Founder Shares | (8) | $ 0 | $ (8) | 0 | 0 | ||
Forfeiture of Founder Shares, Shares | 0 | (74,133) | |||||
Accretion for Class A ordinary shares to redemption amount | (24,377,256) | (24,353) | (24,352,903) | ||||
Net income (loss) | (1,610,097) | $ (899,605) | $ (710,492) | (1,610,097) | |||
Ending balance at Mar. 31, 2021 | (25,962,361) | $ 0 | $ 639 | 0 | (25,963,000) | ||
Ending balance, shares at Mar. 31, 2021 | 0 | 6,394,617 | |||||
Beginning balance at Jan. 12, 2021 | 0 | $ 0 | $ 0 | 0 | 0 | ||
Beginning balance, shares at Jan. 12, 2021 | 0 | 0 | |||||
Accretion for Class A ordinary shares to redemption amount | (24,377,264) | ||||||
Ending balance at Dec. 31, 2021 | (25,913,111) | $ 0 | $ 639 | 0 | (25,913,750) | ||
Ending balance, shares at Dec. 31, 2021 | 0 | 6,394,617 | |||||
Net income (loss) | 7,629,083 | $ 6,103,266 | $ 1,525,817 | 7,629,083 | |||
Ending balance at Mar. 31, 2022 | $ (18,284,028) | $ 0 | $ 639 | $ 0 | $ (18,284,667) | ||
Ending balance, shares at Mar. 31, 2022 | 0 | 6,394,617 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 7,629,083 | $ (1,610,097) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Formation cost paid by Sponsor in exchange for issuance of founder shares | 0 | 5,000 |
Interest earned on investments held in Trust Account | (24,320) | (3,720) |
Changes in fair value of warrant liabilities | (8,707,588) | 872,184 |
Transaction costs incurred in connection with warrants | 0 | 609,973 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 117,358 | (1,253,606) |
Accrued expense | 863,389 | 70,939 |
Net cash used in operating activities | (122,078) | (1,309,327) |
Cash Flows from Investing Activities: | ||
Investment of cash into Trust Account | 0 | (255,784,660) |
Net cash used in investing activities | 0 | (255,784,660) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 0 | 250,668,967 |
Proceeds from sale of Private Placements Warrants | 0 | 7,690,693 |
Repayment of promissory note—related party | 0 | (93,142) |
Payment of offering costs | 0 | (358,313) |
Net cash provided by financing activities | 0 | 257,908,205 |
Net Change in Cash | (122,078) | 814,218 |
Cash - Beginning of period | 449,338 | |
Cash - End of period | 327,260 | 814,218 |
Non-cash Investing and Financing Activities: | ||
Offering costs included in accrued offering costs | 0 | 24,400 |
Offering costs paid by Sponsor in exchange for issuance of founder shares | 0 | 20,000 |
Offering costs paid through promissory note | 0 | 93,142 |
Deferred underwriting fee payable | $ 0 | $ 8,952,463 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Plan of Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS VPC Impact Acquisition Holdings II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 13, 2021. The Company was formed for the purpose of effecting a merger, share capital, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not commenced any operations. All activity for the period from January 13, 2021 (inception) through March 31, 2022 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021 the Company consummated the Initial Public Offering of 25,578,466 units (the “Units”) which includes the partial exercise by the underwriters of their over-allotment option in the amount of 3,078,466 Units, at $10.00 per Unit, generating gross proceeds of $255,784,660, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,127,129 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to VPC Impact Acquisition Holdings Sponsor II, LLC (the “Sponsor”), generating gross proceeds of $7,690,693, which is described in Note 4. Transaction costs amounted to $14,564,011, consisting of $5,115,693 of underwriting fees, $8,952,463 of deferred underwriting fees and $495,855 of other offering costs. Following the closing of the Initial Public Offering on March 9, 2021, an amount of $255,784,660 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 2a-7 Termination of Proposed Business Combination On August 2, 2021, the Company entered into a business combination agreement (together with the first amendment dated September 29, 2021, the “Business Combination Agreement”) with FinAccel Pte. Ltd. (“FinAccel”) and certain other affiliated entities, pursuant to which, among other things, FinAccel would merge with and into our holding company (the “Proposed Business Combination”). The Business Combination Agreement was unanimously approved by our board of directors on July 29, 2021. On March 11, 2022, the Company entered into a termination and fee agreement (the “Termination Agreement”) with FinAccel and certain other affiliated entities. Pursuant to the terms of the Termination Agreement, the parties agreed to mutually terminate the Business Combination Agreement, effective on March 11, 2022, subject to the conditions set forth in the Termination Agreement. In conjunction with the termination of the Business Combination Agreement, the Subscription Agreements, the Investor Rights Agreement, the Founder Holder Agreement and the other Ancillary Documents (as each is defined in the Business Combination Agreement) automatically terminated in accordance with their respective terms as of the same date. The Termination Agreement provides that the Company will be entitled to receive (i) an aggregate sum not to exceed $4,000,000 in reimbursement for certain documented out-of-pocket one-half The Termination Agreement contains mutual releases by all parties thereto, for all claims known and unknown, relating and arising out of, or relating to, among other things, the Business Combination Agreement, the ancillary documents to the Business Combination Agreement or the transactions contemplated by the Business Combination Agreement, subject to certain exceptions with respect to claims that cannot be waived by law, the parties obligations under the Termination Agreement and commercial transactions unrelated to the Business Combination Agreement. Going Concern As of March 31, 2022, the Company had $327,260 in its operating bank accounts, $255,830,678 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and a working capital deficit of $2,886,926. The Company intends to complete a Business Combination by March 9, 2023. However, in the absence of a completed Business Combination, the Company may require additional capital. 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, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2—SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q Regulation S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents in its operating account as of March 31, 2022 and December 31, 2021. Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the condensed statements of operations. Offering costs associated with the Class A ordinary shares issued were charged to temporary equity upon the completion of the Initial Public Offering. Offering costs amounting to $13,954,038 were charged to shareholders’ deficit or expensed upon the completion of the Initial Public Offering, and $609,973 of the offering costs were related to the warrant liabilities and charged to the statements of operations. Warrant Liabilities We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Accounting Standards Codification (“ASC”) 480 and ASC 815. We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms 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 whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance 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, the warrants are required to be recorded as a component of additional paid-in non-cash Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption 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 Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in At March 31, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 255,784,660 Less: Proceeds allocated to Public Warrants (10,423,226 ) Class A ordinary shares issuance costs (13,954,038 ) Plus: Accretion of carrying value to redemption value 24,377,264 Class A ordinary shares subject to possible redemption $ 255,784,660 Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company 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 periods presented. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. This presentation contemplates a business combination as the most likely outcome, in which case, both classes of shares share pro rata in the income/loss of the Company. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,521,746 Class A ordinary shares in the aggregate. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended For the Period from Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 6,103,266 $ 1,525,817 $ (899,605 ) $ (710,492 ) Denominator: Basic and diluted weighted average shares outstanding 25,578,466 6,394,617 7,404,293 5,847,784 Basic and diluted net income (loss) per ordinary share $ 0.24 $ 0.24 $ (0.12 ) $ (0.12 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9). At December 31, 2021, assets held in the Trust Account were comprised of $255,806,358 in money market funds which are invested primarily in U.S. Treasury Securities and presented at fair value. During the period from January 13, 2021 (Inception) through December 31, 2021, the Company did not withdraw any interest income from the Trust Account. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash Recent Accounting Standards In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, account standard updates, if currently adopted, would have a material effect on the accompanying financial statements. |
Initial Public offering
Initial Public offering | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,578,466 Units which includes a partial exercise by the underwriters of their over-allotment option in the amount of 3,078,466 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-fourth |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,127,129 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,690,694. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 4). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 14, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). On January 15, 2021, the Sponsor forfeited 718,750 Founder Shares back to the Company for no consideration, resulting in an aggregate of 6,468,750 Founder Shares outstanding. On January 18, 2021, the Sponsor transferred an aggregate of 60,000 Founder Shares to members of the Company’s board of directors, resulting in the Sponsor holding 6,408,750 Founder Shares. The Founder Shares included an aggregate of up to 843,750 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted The initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Promissory Note — Related Party On January 14, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Administrative Services Agreement The Company entered into an agreement, commencing on March 4, 2021, to pay the Sponsor up to $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2022 and year ended December 31, 2021, the Company incurred and included in accrued expenses $30,000 and $120,000 in fees for these services, respectively. For the period from January 13, 2021 (inception) through March 31, 2021, the Company incurred and paid $10,000 in fees for these services. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of March 31, 2022 and December 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Additionally, in February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Registration and Shareholders Rights Pursuant to a registration rights agreement entered into on March 4, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) are entitled to registration rights requiring the Company to register a sale of any of its securities held by them. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,952,463 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Subscription Agreement Concurrently with entering into the Business Combination Agreement, Holdco (as defined in the Business Combination Agreement) entered into subscription agreements with certain investors (the “PIPE Investors”) (the “Subscription Agreements”), pursuant to which such investors would have subscribed for Holdco Class A Ordinary Shares (in the form of Holdco Class A ADSs) in a private placement for $10.00 per share substantially concurrently at the Closing (as defined in the Business Combination Agreement) for an aggregate purchase price of $120 million. The proceeds from the private placement would have been used for general working capital purposes following the Closing. In light of the termination of the Proposed Business Combination and pursuant to the Business Combination Agreement, we have terminated the existing Subscription Agreements with all PIPE Investors. Termination of Proposed Business Combination On August 2, 2021, the Company entered into a business combination agreement (together with the first amendment dated September 29, 2021, the “Business Combination Agreement”) with FinAccel Pte. Ltd. (“FinAccel”) and certain other affiliated entities, pursuant to which, among other things, FinAccel would merge with and into our holding company. The Business Combination Agreement was unanimously approved by our board of directors on July 29, 2021. On March 11, 2022, the Company entered into a termination and fee agreement (the “Termination Agreement”) with FinAccel and certain other affiliated entities. Pursuant to the terms of the Termination Agreement, the parties agreed to mutually terminate the Business Combination Agreement, effective on March 11, 2022, subject to the conditions set forth in the Termination Agreement. In conjunction with the termination of the Business Combination Agreement, the Subscription Agreements, the Investor Rights Agreement, the Founder Holder Agreement and the other Ancillary Documents (as each is defined in the Business Combination Agreement) automatically terminated in accordance with their respective terms as of the same date. The Termination Agreement provides that the Company will be entitled to receive (i) an aggregate sum not to exceed $4,000,000 in reimbursement for certain documented out-of-pocket one-half The Termination Agreement contains mutual releases by all parties thereto, for all claims known and unknown, relating and arising out of, or relating to, among other things, the Business Combination Agreement, the ancillary documents to the Business Combination Agreement or the transactions contemplated by the Business Combination Agreement, subject to certain exceptions with respect to claims that cannot be waived by law, the parties obligations under the Termination Agreement and commercial transactions unrelated to the Business Combination Agreement. |
Shareholders' Deficit
Shareholders' Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Shareholders' deficit | NOTE 7 Preference Shares Class A Ordinary Shares Class B Ordinary Shares Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law and except that in a vote to continue the Company in a jurisdiction outside the Cayman Islands, holders of Class B ordinary shares will have ten votes per share and holders of Class A ordinary shares will have one vote per share. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business Combination on a one-for-one one-for-one |
Warrant Liabilities
Warrant Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrant Liability | NOTE 8. WARRANT LIABILITIES As of March 31, 2022 and December 31, 2021, there were 6,394,617 Public Warrants outstanding and 5,127,129 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement and a current prospectus relating thereto until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day three If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 • in whole and not in part; • at a price of $0.10 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading three • if the closing price of the Class A ordinary shares for any 20 trading days within a 30 -trading If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. 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 a 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 initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates a 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, and the $18.00 per share redemption trigger price 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 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9. FAIR VALUE MEASUREMENTS At March 31, 2022, assets held in the Trust Account were comprised of $255,830,678 in money market funds which are invested primarily in U.S. Treasury Securities. During the period ended March 31, 2022, the Company did not withdraw any interest income from the Trust Account. At December 31, 2021, assets held in the Trust Account were comprised of $255,806,358 in money market funds which are invested primarily in U.S. Treasury Securities. During the period from January 13, 2021 (Inception) through December 31, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2022 December 31, 2021 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 255,830,678 $ 255,806,358 Liabilities: Warrant liability- Public Warrants 1 $ 2,020,699 $ 6,330,670 Warrant liability- Private Placement Warrants 3 $ 4,447,454 $ 8,845,071 As of March 31, 2022, the carrying values of prepaid expenses, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of the instruments. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement from January 13, 2021 (inception) through March 31, 2021 was $ . There were no transfers during the three months ended March 31, 2022. The Warrants were accounted for as liabilities in accordance with ASC 815-40 The Private Placement Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the ordinary shares. The expected volatility as of the Initial Public Offering date was derived from observable Public Warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date. The key inputs into the Monte Carlo simulation model for the Public Warrants and the Black-Scholes-Merton model for the Private Placement Warrants were as follows: March 31, 2022 December 31, Input Private Private Share Price $ 9.78 $ 9.82 Exercise Price $ 11.50 $ 11.50 Volatility 12.0 % 24.0 % Term (years) 5.00 5.00 Dividend Yield 0.00 % 0.00 % Risk Free Rate 2.42 % 1.26 % The following table presents the changes in the fair value of Level 3 warrant liabilities at of March 31, 2022: Private Placement Public Warrant Liabilities Fair value as of December 31, 2021 $ 8,845,071 $ — $ 8,845,071 Change in fair value (4,397,617 ) — (4,397,617 ) Fair value as of March 31, 2022 $ 4,447,454 $ — $ 4,447,454 The following table presents the changes in the fair value of Level 3 warrant liabilities at March 31, 2021 Private Placement Public Warrant Liabilities Fair value as of January 13, 2021 (inception) $ — $ — $ — Initial measurement on March 9, 2021 9,075,018 10,423,226 19,498,244 Change in valuation inputs or other assumptions (256,356 ) (255,785 ) (512,141 ) Transfer to Level 1 — (10,167,441 ) (10,167,441 ) Fair value as of March 31, 2021 $ 8,818,662 $ — $ 8,818,662 |
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 up to 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policiess (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q Regulation S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents in its operating account as of March 31, 2022 and December 31, 2021. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the condensed statements of operations. Offering costs associated with the Class A ordinary shares issued were charged to temporary equity upon the completion of the Initial Public Offering. Offering costs amounting to $13,954,038 were charged to shareholders’ deficit or expensed upon the completion of the Initial Public Offering, and $609,973 of the offering costs were related to the warrant liabilities and charged to the statements of operations. |
Warrant liabilities | Warrant Liabilities We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Accounting Standards Codification (“ASC”) 480 and ASC 815. We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms 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 whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance 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, the warrants are required to be recorded as a component of additional paid-in non-cash |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption 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 Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in At March 31, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 255,784,660 Less: Proceeds allocated to Public Warrants (10,423,226 ) Class A ordinary shares issuance costs (13,954,038 ) Plus: Accretion of carrying value to redemption value 24,377,264 Class A ordinary shares subject to possible redemption $ 255,784,660 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company 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 periods presented. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. This presentation contemplates a business combination as the most likely outcome, in which case, both classes of shares share pro rata in the income/loss of the Company. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,521,746 Class A ordinary shares in the aggregate. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended For the Period from Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 6,103,266 $ 1,525,817 $ (899,605 ) $ (710,492 ) Denominator: Basic and diluted weighted average shares outstanding 25,578,466 6,394,617 7,404,293 5,847,784 Basic and diluted net income (loss) per ordinary share $ 0.24 $ 0.24 $ (0.12 ) $ (0.12 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9). At December 31, 2021, assets held in the Trust Account were comprised of $255,806,358 in money market funds which are invested primarily in U.S. Treasury Securities and presented at fair value. During the period from January 13, 2021 (Inception) through December 31, 2021, the Company did not withdraw any interest income from the Trust Account. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash |
Recent Accounting Standards | Recent Accounting Standards In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, account standard updates, if currently adopted, would have a material effect on the accompanying financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Class A Ordinary Shares Reflected in the Condensed Balance Sheet | At March 31, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 255,784,660 Less: Proceeds allocated to Public Warrants (10,423,226 ) Class A ordinary shares issuance costs (13,954,038 ) Plus: Accretion of carrying value to redemption value 24,377,264 Class A ordinary shares subject to possible redemption $ 255,784,660 |
Schedule of Earnings Per Share Basic And Diluted | The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended For the Period from Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 6,103,266 $ 1,525,817 $ (899,605 ) $ (710,492 ) Denominator: Basic and diluted weighted average shares outstanding 25,578,466 6,394,617 7,404,293 5,847,784 Basic and diluted net income (loss) per ordinary share $ 0.24 $ 0.24 $ (0.12 ) $ (0.12 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair Value, Assets Measured on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2022 December 31, 2021 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 255,830,678 $ 255,806,358 Liabilities: Warrant liability- Public Warrants 1 $ 2,020,699 $ 6,330,670 Warrant liability- Private Placement Warrants 3 $ 4,447,454 $ 8,845,071 |
Summary of public warrants and the black-scholes-merton model | The key inputs into the Monte Carlo simulation model for the Public Warrants and the Black-Scholes-Merton model for the Private Placement Warrants were as follows: March 31, 2022 December 31, Input Private Private Share Price $ 9.78 $ 9.82 Exercise Price $ 11.50 $ 11.50 Volatility 12.0 % 24.0 % Term (years) 5.00 5.00 Dividend Yield 0.00 % 0.00 % Risk Free Rate 2.42 % 1.26 % |
Summary of changes in fair value of the warrant liabilities | The following table presents the changes in the fair value of Level 3 warrant liabilities at of March 31, 2022: Private Placement Public Warrant Liabilities Fair value as of December 31, 2021 $ 8,845,071 $ — $ 8,845,071 Change in fair value (4,397,617 ) — (4,397,617 ) Fair value as of March 31, 2022 $ 4,447,454 $ — $ 4,447,454 The following table presents the changes in the fair value of Level 3 warrant liabilities at March 31, 2021 Private Placement Public Warrant Liabilities Fair value as of January 13, 2021 (inception) $ — $ — $ — Initial measurement on March 9, 2021 9,075,018 10,423,226 19,498,244 Change in valuation inputs or other assumptions (256,356 ) (255,785 ) (512,141 ) Transfer to Level 1 — (10,167,441 ) (10,167,441 ) Fair value as of March 31, 2021 $ 8,818,662 $ — $ 8,818,662 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Mar. 11, 2022 | Mar. 09, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Proceeds from warrants issued | $ 0 | $ 7,690,693 | |||
Stock issued, transaction costs | $ 14,564,011 | ||||
Underwriting fees | 5,115,693 | ||||
Deferred underwriting fees | 8,952,463 | ||||
Other offering costs | 495,855 | ||||
Investments in Trust Account | 255,784,660 | ||||
Cash | 327,260 | $ 449,338 | |||
Working capital | 2,886,926 | ||||
Assets held in trust non current | 255,830,678 | 255,806,358 | |||
US Treasury Securities [Member] | |||||
Cash | 327,260 | ||||
Assets held in trust non current | 255,830,678 | 255,806,358 | |||
FinAccel [Member] | |||||
Percentage of ordinary shares equal to Fully Diluted Share in the Termination Agreement | (3.50%) | ||||
Termination Reimbursement Amount ,Default interest Rate | (5.00%) | ||||
Working Capital Loans [Member] | |||||
Assets held in trust non current | $ 255,830,678 | ||||
Minimum [Member] | FinAccel [Member] | |||||
Termination Reimbursement Amount | $ 4,000,000 | ||||
IPO [Member] | |||||
Number of units issued | 25,578,466 | 25,578,466 | |||
Gross proceeds from units issued | $ 255,784,660 | ||||
Shares issued, price per share | $ 10 | ||||
Private Placement Warrants [Member] | |||||
Number of warrants issued | 5,127,129 | ||||
Number of warrants issued, price per share | $ 1.50 | ||||
Proceeds from warrants issued | $ 7,690,693 | ||||
Over-Allotment Option [Member] | |||||
Number of units issued | $ 3,078,466 | $ 3,078,466 | |||
Shares issued, price per share | $ 10 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Cash equivalents | $ 0 | $ 0 |
Offering costs charged to equity | 13,954,038 | |
Unrecognized Tax Benefits | 0 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 0 | |
FDIC Insured Amount | 250,000 | |
Transaction costs allocable to warrant liabilities | 609,973 | |
Investment held in Trust Account | $ 255,830,678 | $ 255,806,358 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,521,746 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Class A Ordinary Shares Reflected in the Condensed Balance Sheet (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | |
Temporary Equity [Line Items] | ||||
Proceeds allocated to Public Warrants | $ 0 | $ (7,690,693) | ||
Accretion of carrying value to redemption value | $ 24,377,256 | |||
Common Class A [Member] | ||||
Temporary Equity [Line Items] | ||||
Gross proceeds | $ 255,784,660 | |||
Proceeds allocated to Public Warrants | (10,423,226) | |||
Class A ordinary shares issuance costs | (13,954,038) | |||
Accretion of carrying value to redemption value | $ 24,377,264 | |||
Class A ordinary shares subject to possible redemption | $ 255,784,660 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Earnings Per Share Basic And Diluted (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Basic and diluted net loss per ordinary share Numerator: | ||
Allocation of net income (loss) , as adjusted | $ 7,629,083 | $ (1,610,097) |
Common Class A [Member] | ||
Basic and diluted net loss per ordinary share Numerator: | ||
Allocation of net income (loss) , as adjusted | $ 6,103,266 | $ (899,605) |
Basic and diluted net loss per ordinary share Denominator: | ||
Basic and diluted weighted average shares outstanding | 25,578,466 | 7,404,293 |
Basic and diluted net income (loss) per ordinary share | $ 0.24 | $ (0.12) |
Common Class B [Member] | ||
Basic and diluted net loss per ordinary share Numerator: | ||
Allocation of net income (loss) , as adjusted | $ 1,525,817 | $ (710,492) |
Basic and diluted net loss per ordinary share Denominator: | ||
Basic and diluted weighted average shares outstanding | 6,394,617 | 5,847,784 |
Basic and diluted net income (loss) per ordinary share | $ 0.24 | $ (0.12) |
Initial Public offering - Addit
Initial Public offering - Additional Information (Detail) - USD ($) | Mar. 09, 2021 | Dec. 31, 2021 | Mar. 31, 2022 |
Disclosure Of Initial Public Offer [Line Items] | |||
Exercise price of warrants | $ 11.50 | $ 11.50 | |
Public Warrants [Member] | |||
Disclosure Of Initial Public Offer [Line Items] | |||
Exercise price of warrants | 11.50 | ||
IPO [Member] | |||
Disclosure Of Initial Public Offer [Line Items] | |||
Number of units issued | $ 25,578,466 | $ 25,578,466 | |
Shares issued, price per share | $ 10 | ||
Over-Allotment Option [Member] | |||
Disclosure Of Initial Public Offer [Line Items] | |||
Number of units issued | $ 3,078,466 | $ 3,078,466 | |
Shares issued, price per share | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Private Placement [Line Items] | |||
Proceeds from warrants issued | $ 0 | $ 7,690,693 | |
Exercise price of warrants | $ 11.50 | $ 11.50 | |
Private Placement Warrants [Member] | |||
Private Placement [Line Items] | |||
Proceeds from warrants issued | $ 7,690,694 | ||
Private Placement Warrants [Member] | Private Placement [Member] | |||
Private Placement [Line Items] | |||
Number of warrants issued | 5,127,129 | ||
Number of warrants issued, price per share | $ 1.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 09, 2021 | Mar. 04, 2021 | Jan. 15, 2021 | Jan. 14, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | |||||||
Stock shares issued during the period value for services rendered | $ 25,000 | ||||||
Shares forfeited | 718,750 | ||||||
Repayment of promissory note | $ 0 | 93,142 | |||||
Debt Instrument maturity date description | The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the completion of the Initial Public Offering | ||||||
Sponsor [Member] | Working Capital Loans [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Working capital loan convertible into warrants | $ 1,500,000 | ||||||
Debt instrument conversion price | $ 1.50 | ||||||
Sponsor [Member] | Administrative Support Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction expenses | $ 10,000 | $ 30,000 | $ 120,000 | ||||
Sponsor [Member] | Administrative Support Agreement [Member] | Accrued Liabilities [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to Related Parties, Noncurrent | $ 10,000 | ||||||
Sponsor [Member] | Related Party Loan [Member] | Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Promissory Note face amount | $ 300,000 | ||||||
Debt instrument maturity date | Dec. 31, 2021 | ||||||
Repayment of promissory note | $ 93,142 | ||||||
Founder Shares [Member] | Lock In Period Two [Member] | Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Lock in period after business combination founder shares | 150 days | ||||||
Class A [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock shares outstanding | 25,578,466 | 25,578,466 | |||||
Class A [Member] | Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of common stock shares outstanding | 20.00% | ||||||
Number of consecutive trading days for determining the share price | 20 days | ||||||
Number of trading days for determining the share price | 30 days | ||||||
Class A [Member] | Founder Shares [Member] | Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Share Price | $ 12 | ||||||
Class B [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock shares outstanding | 6,394,617 | 6,394,617 | |||||
Class B [Member] | Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock shares issued during the period shares for services rendered | 7,187,500 | ||||||
Stock shares issued during the period value for services rendered | $ 25,000 | ||||||
Common stock shares outstanding | 6,468,750 | 6,408,750 | 6,394,617 | ||||
Common stock share subject to forfeiture | 843,750 | ||||||
Percentage of common stock shares outstanding | 20.00% | ||||||
Shares forfeited | 74,133 | 74,133 | |||||
Common stock shares not subject to forfeiture | 769,617 | ||||||
Class B [Member] | Founder Shares [Member] | Board Of Directors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Shares transferred to related party | 60,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Mar. 11, 2022 | Dec. 31, 2021 | Mar. 31, 2022 |
Commitments And Contingencies [Line Items] | |||
Deferred underwriting fee payable | $ 8,952,463 | $ 8,952,463 | |
Sale of stock price per share | $ 9.20 | ||
FinAccel [Member] | |||
Commitments And Contingencies [Line Items] | |||
Percentage of ordinary shares equal to Fully Diluted Share in the Termination Agreement | (3.50%) | ||
Termination Reimbursement Amount ,Default interest Rate | (5.00%) | ||
FinAccel [Member] | Maximum [Member] | |||
Commitments And Contingencies [Line Items] | |||
Termination Reimbursement Amount | $ 4,000,000 | ||
Underwriting Agreement [Member] | |||
Commitments And Contingencies [Line Items] | |||
Deferred underwriting fee payable per share | $ 0.35 | ||
Deferred underwriting fee payable | $ 8,952,463 | ||
Class A [Member] | Subscription Agreement [Member] | Hold Co [Member] | |||
Commitments And Contingencies [Line Items] | |||
Sale of stock price per share | $ 10 | ||
Business combination consideration transferred | $ 120,000,000 |
Shareholders' Deficit - Additi
Shareholders' Deficit - Additional Information (Detail) - $ / shares | 3 Months Ended | ||||
Mar. 31, 2022 | May 31, 2022 | Dec. 31, 2021 | Jan. 15, 2021 | Jan. 14, 2021 | |
Subsidiary or Equity Method Investee [Line Items] | |||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |||
Preferred Stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Preferred Stock, Shares Issued | 0 | 0 | |||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | ||
Class A [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | |||
Common stock description of voting rights | one vote | ||||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | |||
Common Stock, Shares, Issued | 25,578,466 | 25,578,466 | |||
Common Stock, Shares, Outstanding | 25,578,466 | 25,578,466 | |||
Class A [Member] | Founder Shares [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Percentage of common stock shares outstanding | 20.00% | ||||
Class B [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | |||
Common stock description of voting rights | one vote | ||||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | |||
Common Stock, Shares, Issued | 6,394,617 | 6,394,617 | |||
Common Stock, Shares, Outstanding | 6,394,617 | 6,394,617 | |||
Class B [Member] | Founder Shares [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Common Stock, Shares, Outstanding | 6,394,617 | 6,468,750 | 6,408,750 | ||
Percentage of common stock shares outstanding | 20.00% |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Subsidiary or Equity Method Investee [Line Items] | |||
Class of warrants or rights term | 5 years | ||
Sale of stock issue price per share | $ 9.20 | ||
Private Placement Warrants [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Class of warrants outstanding | 5,127,129 | ||
Public Warrants [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Class of warrants outstanding | 6,394,617 | ||
Warrant Redemption Price Two [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Class of warrants or rights number of days from the closure of business combination within which exercising can be done | 1 year | ||
Event Trigerring The Value Of Warrants [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Share Price | $ 9.20 | ||
Number of consecutive trading days for determining the share price | 10 days | ||
Percentage of gross proceeds from share issue for the purposes of business combination | 60.00% | ||
Event Trigerring The Value Of Warrants [Member] | Market Value [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Redemption price of warrants in percentage | 115.00% | ||
Redemption price of common stock percentage | 180.00% | ||
Event Trigerring The Value Of Warrants [Member] | Newly Issued Price [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Redemption price of common stock percentage | 10.00% | ||
Triggering Share Price One [Member] | Maximum [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Share Price | $ 18 | ||
Number of consecutive trading days for determining the share price | 30 days | ||
Number of trading days for determining the share price | 20 days | ||
Triggering Share Price One [Member] | Minimum [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Share Price | $ 18 | ||
Number of days of notice to be given for the redemption of warrants | 30 days | ||
Number of consecutive trading days for determining the share price | 20 days | ||
Number of trading days for determining the share price | 30 days | ||
Number of days prior to the date of notifying the warrant holders for determining the total trading period | 3 days | ||
Triggering Share Price Two [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Class of warrants or rights redemption price | $ 0.10 | ||
Number of days of notice to be given for the redemption of warrants | 30 days | ||
Triggering Share Price Two [Member] | Minimum [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Share Price | $ 10 | ||
Number of consecutive trading days for determining the share price | 20 days | ||
Number of trading days for determining the share price | 30 days | ||
Number of days prior to the date of notifying the warrant holders for determining the total trading period | 3 days | ||
Warrant Excercise Period One [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Class of warrants or rights number of days from the closure of business combination within which exercising can be done | 30 days | ||
Warrant Excercise Period One [Member] | Triggering Share Price One [Member] | Minimum [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Class of warrants or rights redemption price | $ 0.01 | ||
Private Placement Warrants And Class A Stock Issuable Upon Exercise Of Private Placement Warrants [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Class of warrants or rights lock in period | 30 days |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value, Assets Measured on Recurring Basis (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 09, 2021 |
Assets: | |||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 255,784,660 | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Assets: | |||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 255,830,678 | $ 255,806,358 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Warrant Liability | 2,020,699 | 6,330,670 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | |||
Liabilities: | |||
Warrant Liability | $ 4,447,454 | $ 8,845,071 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of Public Warrants and the Black-Scholes-Merton model (Detail) - Private Placement Warrants [Member] | Mar. 31, 2022 | Dec. 31, 2021 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.78 | 9.82 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 12 | 24 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 5 | 5 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 2.42 | 1.26 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in Fair Value of the Warrant Liabilities (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Warrants [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value as of Beginning | $ 8,845,071 | $ 0 |
Initial measurement on March 9, 2021 | 19,498,244 | |
Change in valuation inputs or other assumptions | (512,141) | |
Transfer to Level 1 | (10,167,441) | |
Change in fair value | (4,397,617) | |
Fair value as of Ending | 4,447,454 | 8,818,662 |
Private Placement Warrants [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value as of Beginning | 8,845,071 | 0 |
Initial measurement on March 9, 2021 | 9,075,018 | |
Change in valuation inputs or other assumptions | (256,356) | |
Transfer to Level 1 | 0 | |
Change in fair value | (4,397,617) | |
Fair value as of Ending | 4,447,454 | 8,818,662 |
Public Warrants [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value as of Beginning | 0 | 0 |
Initial measurement on March 9, 2021 | 10,423,226 | |
Change in valuation inputs or other assumptions | (255,785) | |
Transfer to Level 1 | (10,167,441) | |
Change in fair value | 0 | |
Fair value as of Ending | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets held in trust non current | $ 255,830,678 | $ 255,806,358 | |
Fair Value, Inputs, Level 1 [Member] | Warrant Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, measurement with unobservable inputs reconciliation, recurring basis, asset, transfers out of level three | $ 10,167,441 | ||
US Treasury Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets held in trust non current | $ 255,830,678 | $ 255,806,358 |