Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | ArcLight Clean Transition Corp. II | |
Entity Central Index Key | 0001842279 | |
Entity Tax Identification Number | 98-1578357 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-40272 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 200 Clarendon Street | |
Entity Address, Address Line Two | 55th Floor | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02116 | |
City Area Code | 617 | |
Local Phone Number | 531-6300 | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant | |
Trading Symbol | ACTDU | |
Security Exchange Name | NASDAQ | |
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | |
Trading Symbol | ACTDW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Ordinary Shares included as part of the units | |
Trading Symbol | ACTD | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 31,116,305 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,779,076 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 559,253 | $ 811,526 |
Prepaid expenses | 738,743 | 701,663 |
Total current assets | 1,297,996 | 1,513,189 |
Other assets | 0 | 159,954 |
Investments held in Trust Account | 311,200,024 | 311,175,471 |
Total Assets | 312,498,020 | 312,848,614 |
Current liabilities: | ||
Accounts payable | 89,522 | 18,764 |
Accrued expenses | 113,400 | 94,497 |
Due to related party | 1,097 | 0 |
Total current liabilities | 204,019 | 113,261 |
Deferred legal fees | 4,891,549 | 3,966,447 |
Deferred underwriting commissions | 10,890,707 | 10,890,707 |
Derivative warrant liabilities | 20,543,880 | 25,795,700 |
Total liabilities | 36,530,155 | 40,766,115 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption; 31,116,305 shares at redemption value of $10.00 at March 31, 2022 and December 31, 2021 | 311,163,050 | 311,163,050 |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Accumulated deficit | (35,195,963) | (39,081,329) |
Total shareholders' deficit | (35,195,185) | (39,080,551) |
Total Liabilities and Shareholders' Deficit | 312,498,020 | 312,848,614 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption; 31,116,305 shares at redemption value of $10.00 at March 31, 2022 and December 31, 2021 | 311,163,050 | |
Shareholders' Deficit: | ||
Common stock, value | 0 | 0 |
Common Class B [Member] | ||
Shareholders' Deficit: | ||
Common stock, value | $ 778 | $ 778 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Temporary equity shares outstanding | 31,116,305 | 31,116,305 |
Temporary equity redemption price per share | $ 10 | $ 10 |
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 5,000,000 | |
Common Class A [Member] | ||
Temporary equity shares outstanding | 31,116,305 | 31,116,305 |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common Class B [Member] | ||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares, issued | 7,779,076 | 7,779,076 |
Common stock, shares, outstanding | 7,779,076 | 7,779,076 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
General and administrative expenses | $ 1,391,007 | $ 128,476 |
Loss from operations | (1,391,007) | (128,476) |
Other income (expense) | ||
Change in fair value of derivative warrant liabilities | 5,251,820 | 271,160 |
Financing costs - warrant liabilities | 0 | (462,620) |
Net gain on investments held in Trust Account | 24,553 | 153 |
Total other income (expense) | 5,276,373 | (191,307) |
Net income (loss) | 3,885,366 | (319,783) |
Common Class A [Member] | ||
Other income (expense) | ||
Net income (loss) | $ 3,108,293 | $ (97,791) |
Weighted average shares outstanding of basic and diluted | 31,116,305 | 3,067,805 |
Basic and diluted net income (loss) per ordinary share | $ 0.10 | $ (0.03) |
Common Class B [Member] | ||
Other income (expense) | ||
Net income (loss) | $ 777,073 | $ (221,992) |
Weighted average shares outstanding of basic and diluted | 7,779,076 | 6,964,134 |
Basic and diluted net income (loss) per ordinary share | $ 0.10 | $ (0.03) |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Deficit - USD ($) | Total | Common Class A [Member] | Common Class B [Member] | Ordinary Shares [Member]Common Class A [Member] | Ordinary Shares [Member]Common 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 | $ 791 | 24,209 | |||
Issuance of Class B ordinary shares to Sponsor (Shares) | 0 | 7,906,250 | |||||
Accretion on Class A ordinary shares subject to possible redemption | (23,086,620) | (199,953) | (22,886,667) | ||||
Sale of units in initial public offering, less fair value of public warrants | 175,731 | 175,731 | |||||
Forfeiture of Class B ordinary shares from Sponsor | $ 0 | $ (13) | 13 | ||||
Forfeiture of Class B ordinary shares from Sponsor (Shares) | 0 | (127,174) | |||||
Net income (loss) | (319,783) | $ (97,791) | $ (221,992) | (319,783) | |||
Ending Balance at Mar. 31, 2021 | (23,205,672) | $ 0 | $ 778 | 0 | (23,206,450) | ||
Ending Balance (Shares) at Mar. 31, 2021 | 0 | 7,779,076 | |||||
Beginning Balance at Jan. 12, 2021 | 0 | $ 0 | $ 0 | 0 | 0 | ||
Beginning Balance (Shares) at Jan. 12, 2021 | 0 | 0 | |||||
Accretion on Class A ordinary shares subject to possible redemption | (23,086,620) | ||||||
Ending Balance at Dec. 31, 2021 | $ (39,080,551) | $ 0 | $ 778 | 0 | (39,081,329) | ||
Ending Balance (Shares) at Dec. 31, 2021 | 0 | 7,779,076 | |||||
Issuance of Class B ordinary shares to Sponsor (Shares) | 25,000 | ||||||
Net income (loss) | $ 3,885,366 | $ 3,108,293 | $ 777,073 | 3,885,366 | |||
Ending Balance at Mar. 31, 2022 | $ (35,195,185) | $ 0 | $ 778 | $ 0 | $ (35,195,963) | ||
Ending Balance (Shares) at Mar. 31, 2022 | 0 | 7,779,076 |
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) | $ 3,885,366 | $ (319,783) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares | 0 | 25,000 |
General and administrative expenses paid by related party under promissory note | 0 | 26,800 |
Change in fair value of derivative warrant liabilities | (5,251,820) | (271,160) |
Financing costs - warrant liabilities | 0 | 462,620 |
Net gain on investments held in Trust Account | (24,553) | (153) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 122,874 | (1,409,464) |
Accounts payable | 70,758 | 1,442,343 |
Accrued expenses | 18,903 | 23,534 |
Accrued expenses-related party | 1,097 | 10,000 |
Deferred legal fees | 925,102 | 0 |
Net cash used in operating activities | (252,273) | (10,263) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | 0 | (311,163,050) |
Net cash used in investing activities | 0 | (311,163,050) |
Cash Flows from Financing Activities: | ||
Proceeds from note payable to related party | 0 | 100 |
Repayment of note payable to related party | 0 | (171,742) |
Proceeds received from initial public offering | 0 | 311,163,050 |
Proceeds received from private placement | 0 | 9,223,261 |
Offering costs paid | 0 | (6,243,461) |
Net cash provided by financing activities | 0 | 313,971,208 |
Net (decrease) increase in cash | (252,273) | 2,797,895 |
Cash - beginning of the period | 811,526 | 0 |
Cash—end of the period | 559,253 | 2,797,895 |
Supplemental disclosure of noncash investing and financing activities: | ||
Offering costs included in accounts payable | 0 | 252,000 |
Offering costs included in accrued expenses | 0 | 70,000 |
Offering costs paid by related party under promissory note | 0 | 144,842 |
Deferred underwriting commissions | 0 | 10,890,707 |
Forfeiture of Class B ordinary shares from Sponsor | $ 0 | $ 13 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1-Description ArcLight Clean Transition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 13, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). As of March 31, 2022, the Company had not yet commenced operations. All activity for the period from January 13, 2021 (inception) through March 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and, since the closing of the Initial Public Offering, a search for a business combination candidate. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is ArcLight CTC Holdings II, L.P., a Delaware limited partnership (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 22, 2021. On March 25, 2021, the Company consummated its Initial Public Offering of 31,116,305 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including the partial exercise of the underwriters’ option to purchase 3,616,305 additional Units (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of approximately $311.2 million (see Note 3), and incurring offering costs of approximately $17.6 million, of which approximately $10.9 million was for deferred underwriting commissions (see Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 9,223,261 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $9.2 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $311.2 million of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which will be adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 25, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the Trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination On December 2, 2021, the Company, Opal HoldCo LLC, a Delaware limited liability company (“Opal HoldCo”), and Opal Fuels LLC, a Delaware limited liability company (“Opal Fuels”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement and the transactions contemplated thereby (collectively, the “Business Combination”) were unanimously approved by the boards of directors of the Company and Opal Fuels, and also approved by Opal Holdco, the sole member of Opal Fuels. The Business Combination Agreement provides for, among other things, the following transactions: (i) each outstanding Class B ordinary share, par value $0.0001 per share, of the Company will convert into one Class A ordinary share, par value $0.0001 per share, of the Company; (ii) the Company will change the jurisdiction of its incorporation by deregistering as an exempted company in the Cayman Islands and domesticating to, and continuing as a corporation incorporated under the laws of, the State of Delaware (the “Domestication”) and, in connection with the Domestication, (A) the Company’s name will be changed to “Opal Fuels Inc.” (“New Opal”), (B) each outstanding Class A ordinary share of the Company will become one share of Class A common stock, par value $0.0001 per share, of New Opal (the “New Opal Class A Common Stock”), (C) each outstanding warrant to purchase one Class A ordinary share of the Company will become a warrant to purchase one share of New Opal Class A common stock and (D) New Opal will file its certificate of incorporation and adopt bylaws to serve as its governing documents in connection with the Domestication; and (iii) (A) Opal Fuels will cause its existing limited liability company agreement to be amended and restated, (B) Opal Fuels will cause all of its limited liability company interests existing immediately prior to the closing of the Business Combination (the “Closing”) to be re-classified pre-transaction In addition, if New Opal’s annual EBITDA for the calendar year 2023 exceeds $238,000,000 (the “First Earnout Triggering Event”), New Opal will issue to Opal HoldCo, Ares and Hillman (collectively, the “Earnout Participants”) an aggregate of 5,000,000 shares of New Opal Class B Common Stock and New Opal Class D Common Stock and corresponding Opal Units (collectively, the “First Earnout Tranche”) in accordance with the allocations set forth in the Business Combination Agreement. Additionally, if New Opal’s annual EBITDA for the calendar year 2024 exceeds $446,000,000 (the “Second Earnout Triggering Event”), New Opal will issue to the Earnout Participants an aggregate of 5,000,000 additional shares of New Opal Class B Common Stock and New Opal Class D Common Stock and corresponding Opal Units (collectively, the “Second Earnout Tranche”) in accordance with the allocations set forth in the Business Combination Agreement. In the event that the First Earnout Triggering Event does not occur but the Second Earnout Triggering Event does occur, New Opal will be obligated to issue both the First Earnout Tranche and the Second Earnout Tranche upon the occurrence of the Second Earnout Triggering Event. The Business Combination is expected to close late in first half of 2022, following the receipt of the required approval by the Company’s shareholders and the fulfillment of other customary closing conditions. PIPE Financing (Private Placement) Concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), including, among others, an affiliate of the Company, as well as additional third-party investors. Pursuant to the Subscription Agreements, each investor agreed to subscribe for and purchase, and the Company agreed to issue and sell to such investors, immediately prior to the Closing, an aggregate of The closing of the PIPE Investment is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that the Company will grant the investors in the PIPE Investment certain customary registration rights. Investor Rights Agreement The Business Combination Agreement contemplates that, at the Closing, Opal Fuels, Ares, Hillman and the Class B Shareholders (collectively the “New Opal Holders”) will enter into an Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which, among other things, (i) the Company and the Company’s Sponsor will agree to terminate the Registration and Shareholder Rights Agreement, dated as of March 25, 2021, entered into by them in connection with the Company’s initial public offering, (ii) New Opal will provide the New Opal Holders certain registration rights with respect to certain shares of New Opal Class A common stock held by them or otherwise issuable to them pursuant to the Business Combination Agreement, Second A&R LLC Agreement or the certificate of incorporation of New Opal and (iii) the New Opal Holders will agree not to transfer, sell, assign or otherwise dispose of their shares of New Opal Class A common stock for up to 180 days following the Closing, subject to certain exceptions. Liquidity and Capital Resources As of March 31, 2022, the Company had approximately $559,000 in its operating bank account and working capital of approximately $1.1 million. The Company’s liquidity needs up to March 31, 2022 had been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares (as defined below), the loan under the Note from the Sponsor of approximately $172,000 (see Note 5) to the Company, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Note from the Sponsor was repaid in full on March 26, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors and Initial Shareholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). On May 16, 2022, the Company entered into a non-interest bearing promissory note with the Sponsor for $1,000,000. To date, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of the Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Management continues to evaluate the impact of the COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2-Summary Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. 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. There were no cash equivalents as of March 31, 2022 and December 31, 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. As of March 31, 2022, 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 the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets. Fair Value Measurements 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 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 warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in the Initial Public Offering and the underwriters’ exercise of their overallotment option (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as they are outstanding. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model at each measurement date. The fair value of Public Warrants have subsequently been measured based on the listed market price of such warrants. Derivative warrant liabilities are classified as non-current Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 31,116,305 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the re-measurement paid-in Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Ordinary Share The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the Public Warrants and the Private Placement to purchase an aggregate of 15,446,522 Re-measurement For the three months ended March 31, 2022 For the period January 13, 2021 Class A Class B Class A Class B Basic and diluted net (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 3,108,293 $ 777,073 $ (97,791 ) $ (221,992 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 31,116,305 7,779,076 3,067,805 6,964,134 Basic and diluted net income (loss) per ordinary share $ 0.10 $ 0.10 $ (0.03 ) $ (0.03 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3-Initial On March 25, 2021, the Company consummated its Initial Public Offering of 31,116,305 Units, including the partial exercise of the underwriters’ option to purchase 3,616,305 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $311.2 million, and incurring offering costs of approximately $17.6 million, of which approximately $10.9 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one-fifth |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
Private Placement [Abstract] | |
Private Placement | Note 4-Private Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 9,223,261 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $9.2 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5-Related Founder Shares On January 20, 2021, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 7,187,500 Class B ordinary shares (the “Founder Shares”). On February 2, 2021, the Sponsor transferred 35,000 founder shares to each of Arno Harris, Ja-Chin 45-day The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Related Party Loans On January 20, 2021, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note was non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into up to 1,500,000 private placement warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2022 and December 31, 2021, the Company had borrowings under the Working Capital Loans. See Note 11. Administrative Services Agreement On March 25, 2021, the Company entered into an agreement that provided that, commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company. The Company incurred $30,000 and $10,000 in expenses in connection with such services for the three months ended March 31, 2022 and for the period from January 13, 2021 (inception) through March 31, 2021 as reflected in the accompanying unaudited condensed statements of operations. In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6-Commitments Registration and Shareholder Rights Agreement The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Legal Proceedings On February 14, 2022 and March 7, 2022, respectively, the Company received demand letters from two purported shareholders of the Company claiming certain alleged material omissions in the registration statement on Form S-4, initially filed with the SEC on February 8, 2022, surrounding its planned transaction with OPAL Fuels. Additional demand letters or complaints may follow in the future. The Company specifically denies all allegations in the demand letters that any additional disclosure is required and believes these purported shareholders’ claims are without merit. Underwriting Agreement The Company grant the underwriters a 45-day 45-day The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $6.2 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $10.9 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Deferred Legal Fees The Company entered into an engagement letter to obtain legal advisory services, pursuant to which the legal counsel agreed to defer the payment of their fees until the closing of the initial Business Combination. As of March 31, 2022 and December 31, 2021, the Company recorded an aggregate of approximately |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 3 Months Ended |
Mar. 31, 2022 | |
Shares Subject To Mandatory Redemption [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | Note 7 — Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of March 31, 2022 and December 31, 2021, there were 31,116,305 shares of Class A ordinary shares outstanding, all of which were subject to possible redemption. As of December 31, 2021, Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: Gross Proceeds $ 311,163,050 Less: Offering costs allocated to Class A shares subject to possible redemption (17,138,390 ) Proceeds allocated to Public Warrants at issuance (5,948,230 ) Plus: Re-measurement 23,086,620 Class A ordinary shares subject to possible redemption $ 311,163,050 There was no change for the three-month period ending March 31, 2022. |
Shareholders' Deficit
Shareholders' Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | Note 8-Shareholders’ Class A Ordinary Shares Class B Ordinary Shares 45-day Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. Preference Shares |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | Note 9-Derivative As of March 31, 2022 and December 31, 2021, the Company had an aggregate of 15,446,522 warrants outstanding, comprised of 6,223,261 and 9,223,261 Public Warrants and Private Placement Warrants, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial 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” 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 commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross. proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10-Fair The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2022: Description Quoted Prices in Active Markets (Level 1) Significant Significant (Level 3) Assets: Investments held in Trust Account $ 311,200,024 $ — $ — Liabilities: Derivative warrant liabilities-public $ 8,276,940 $ — $ — Derivative warrant liabilities-private $ — $ — $ 12,266,940 December 31, 2021: Description Quoted Prices in Active Markets (Level 1) Significant Significant (Level 3) Assets: Investments held in Trust Account $ 311,175,471 $ — $ — Liabilities: Derivative warrant liabilities-public $ 10,392,850 $ — $ — Derivative warrant liabilities-private $ — $ — $ 15,402,850 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement on April 1, 2021 because the Public Warrants were separately listed and traded in an active market. There were no transfers between levels for the three months ended March 31, 2022 or for the period from January 13, 2021 (inception) through March 31, 2021. Level 1 assets include investments in money market funds or U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have been subsequently measured based on the listed market price of such warrants, a Level 1 measurement. For the three months ended March 31, 2022 and for the period from January 13, 2021 (inception) through March 31, 2021, the Company recognized a change to the unaudited condensed statements of operations resulting from a decrease (increase) in the fair value of liabilities of approximately $5.3 million and $0.3 million, respectively, presented as change in fair value of derivative warrant liabilities in the accompanying unaudited condensed statements of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: March 31, December Share price $ 9.92 $ 9.98 Volatility 16.3 % 21.8 % Expected life of the options to convert 5.25 5.50 Risk-free rate 2.4 % 1.3 % Dividend yield — — The change in the fair value of the Level 3 derivative warrant liabilities for the period from January 13, 2021 (inception) through March 31, 2022 is summarized as follows: Public Warrants Private Warrants Total Derivative warrant liabilities at January 13, 2021 (inception) $ — $ — $ — Issuance of Public and Private Warrants 5,948,230 9,047,530 14,995,760 Transfer to Level 1 (10,455,080 ) — (10,455,080 ) Change in fair value of derivative warrant liabilities 4,506,850 6,355,320 10,862,170 Derivative warrant liabilities at December 31, 2021 — 15,402,850 15,402,850 Change in fair value of derivative warrant liabilities — (3,135,910 ) (3,135,910 ) Derivative warrant liabilities at March 31, 2022 $ — $ 12,266,940 $ 12,266,940 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11-Subsequent Management has evaluated subsequent events to determine if events or transactions occurring through the date the unaudited condensed financial statements were issued. There are no such events requiring potential adjustment to or disclosure in the unaudited condensed financial statements and the Company has concluded that all such events that would require recognition or disclosure have been recognized or disclosed. Effective as of May 11, 2022, the Company and PIPE Investors representing $110,806,000 of the original PIPE Investment entered into amendments with respect to such PIPE Investors’ Subscription Agreements (the “Amended Subscription Agreements”), whereby the termination rights described in the Subscription Agreements were amended to extend the term of each Amended Subscription Agreement by 60 days to July 29, 2022. Effective as of May 14, 2022, the underwriters from the Initial Public Offering resigned and withdrew from their role in the Business Combination and thereby waived their entitlement to the deferred underwriting commissions in the amount of approximately $10.89 million. On May 16, 2022, the Company entered into a non-interest bearing $1,000,000 promissory note with the Sponsor. The promissory note is payable by the Company on the earlier of (i) September 25, 2023 and (ii) the date the Company consummates a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
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. There were no cash equivalents as of March 31, 2022 and December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. As of March 31, 2022, 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 the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets. Fair Value Measurements 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 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 warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in the Initial Public Offering and the underwriters’ exercise of their overallotment option (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as they are outstanding. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model at each measurement date. The fair value of Public Warrants have subsequently been measured based on the listed market price of such warrants. Derivative warrant liabilities are classified as non-current |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 31,116,305 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the re-measurement paid-in |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the Public Warrants and the Private Placement to purchase an aggregate of 15,446,522 Re-measurement For the three months ended March 31, 2022 For the period January 13, 2021 Class A Class B Class A Class B Basic and diluted net (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 3,108,293 $ 777,073 $ (97,791 ) $ (221,992 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 31,116,305 7,779,076 3,067,805 6,964,134 Basic and diluted net income (loss) per ordinary share $ 0.10 $ 0.10 $ (0.03 ) $ (0.03 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (as Restated) (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of basic and diluted loss per common share | For the three months ended March 31, 2022 For the period January 13, 2021 Class A Class B Class A Class B Basic and diluted net (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 3,108,293 $ 777,073 $ (97,791 ) $ (221,992 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 31,116,305 7,779,076 3,067,805 6,964,134 Basic and diluted net income (loss) per ordinary share $ 0.10 $ 0.10 $ (0.03 ) $ (0.03 ) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Shares Subject To Mandatory Redemption [Abstract] | |
Summary of class A ordinary shares subject to possible redemption | As of December 31, 2021, Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: Gross Proceeds $ 311,163,050 Less: Offering costs allocated to Class A shares subject to possible redemption (17,138,390 ) Proceeds allocated to Public Warrants at issuance (5,948,230 ) Plus: Re-measurement 23,086,620 Class A ordinary shares subject to possible redemption $ 311,163,050 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2022: Description Quoted Prices in Active Markets (Level 1) Significant Significant (Level 3) Assets: Investments held in Trust Account $ 311,200,024 $ — $ — Liabilities: Derivative warrant liabilities-public $ 8,276,940 $ — $ — Derivative warrant liabilities-private $ — $ — $ 12,266,940 December 31, 2021: Description Quoted Prices in Active Markets (Level 1) Significant Significant (Level 3) Assets: Investments held in Trust Account $ 311,175,471 $ — $ — Liabilities: Derivative warrant liabilities-public $ 10,392,850 $ — $ — Derivative warrant liabilities-private $ — $ — $ 15,402,850 |
Summary of fair value measurement inputs and valuation techniques | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: March 31, December Share price $ 9.92 $ 9.98 Volatility 16.3 % 21.8 % Expected life of the options to convert 5.25 5.50 Risk-free rate 2.4 % 1.3 % Dividend yield — — |
Summary of fair value of the derivative warrant liabilities | The change in the fair value of the Level 3 derivative warrant liabilities for the period from January 13, 2021 (inception) through March 31, 2022 is summarized as follows: Public Warrants Private Warrants Total Derivative warrant liabilities at January 13, 2021 (inception) $ — $ — $ — Issuance of Public and Private Warrants 5,948,230 9,047,530 14,995,760 Transfer to Level 1 (10,455,080 ) — (10,455,080 ) Change in fair value of derivative warrant liabilities 4,506,850 6,355,320 10,862,170 Derivative warrant liabilities at December 31, 2021 — 15,402,850 15,402,850 Change in fair value of derivative warrant liabilities — (3,135,910 ) (3,135,910 ) Derivative warrant liabilities at March 31, 2022 $ — $ 12,266,940 $ 12,266,940 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($) | Mar. 25, 2021 | Jan. 20, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2024 | Dec. 31, 2023 | May 16, 2022 | Mar. 22, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Proceeds received from initial public offering | $ 0 | $ 311,163,050 | |||||||
Deferred underwriting commissions | 0 | 10,890,707 | |||||||
Cash and cash equivalents held in trust account | 311,200,000 | ||||||||
Minimum net worth necessary to carry out business combination | $ 5,000,001 | ||||||||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | ||||||||
Expenses payable on liquidation | $ 100,000 | ||||||||
Minimum per share amount to be maintained in the trust account | $ 10 | ||||||||
Cash at bank | $ 559,253 | $ 811,526 | |||||||
Net working capital | $ 1,100,000 | ||||||||
Stock shares issued during the period for services | 25,000 | ||||||||
Proceeds from related party debt | $ 172,000 | ||||||||
Proceeds from issuance of private placement | 0 | $ 9,223,261 | |||||||
Business acquisition, preacquisition contingency, amount of settlement | $ 1,501,870,000 | ||||||||
Promissory Note [Member] | Subsequent Event [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 1,000,000 | ||||||||
Sponsor [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Common Stock, Shares, Outstanding | 7,906,250 | ||||||||
Sponsor [Member] | Promissory Note [Member] | Subsequent Event [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 1,000,000 | ||||||||
Private Placement Warrants [Member] | Sponsor [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Class of warrant or right issued during period shares | 9,223,261 | ||||||||
Class of warrant or right share price | $ 1 | ||||||||
Proceeds from issuance of private placement | $ 9,200,000 | ||||||||
Common Class A [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Percentage of shares eligible to be transferred without any restriction | 15.00% | ||||||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||
Conversion of stock, new issuance | one | ||||||||
Common stock, conversion basis | (i) each outstanding Class B ordinary share, par value $0.0001 per share, of the Company will convert into one Class A ordinary share, par value $0.0001 per share, of the Company; | ||||||||
Proceeds from Issuance of Common Stock | $ 311,163,050 | ||||||||
Common Class B [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||
Common Stock, Shares, Outstanding | 7,779,076 | 7,779,076 | |||||||
Common Class B [Member] | Sponsor [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Stock shares issued during the period for services | 7,187,500 | ||||||||
New Opal ClassA Common Stock [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Common stock, par or stated value per share | $ 0.0001 | ||||||||
Conversion of stock, new issuance | one | ||||||||
Common stock, conversion basis | (ii) the Company will change the jurisdiction of its incorporation by deregistering as an exempted company in the Cayman Islands and domesticating to, and continuing as a corporation incorporated under the laws of, the State of Delaware (the “Domestication”) and, in connection with the Domestication, (A) the Company’s name will be changed to “Opal Fuels Inc.” (“New Opal”), (B) each outstanding Class A ordinary share of the Company will become one share of Class A common stock, par value $0.0001 per share, of New Opal (the “New Opal Class A Common Stock”), (C) each outstanding warrant to purchase one Class A ordinary share of the Company will become a warrant to purchase one share of New Opal Class A common stock and (D) New Opal will file its certificate of incorporation and adopt bylaws to serve as its governing documents in connection with the Domestication; and | ||||||||
New Opal Class D Common Stock [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Common stock, par or stated value per share | $ 0.0001 | ||||||||
New Opal Class B Common Stock [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Common stock, par or stated value per share | $ 0.0001 | ||||||||
New Opal ClassB Common Stock and New Opal ClassD Common Stock [Member] | First Earnout Triggering Event [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Earnings before interest, taxes, depreciation, and amortization | $ 238,000,000 | ||||||||
Common Stock, Shares, Outstanding | 5,000,000 | ||||||||
New Opal ClassB Common Stock and New Opal ClassD Common Stock [Member] | Second Earnout Triggering Event [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Earnings before interest, taxes, depreciation, and amortization | $ 446,000,000 | ||||||||
Common Stock, Shares, Outstanding | 5,000,000 | ||||||||
Minimum [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Fair value of net assets of the acquire as a percentage of assets in the trust account | 80.00% | ||||||||
Equity method investment ownership percentage | 50.00% | ||||||||
IPO [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Stock issued during period, shares, new issues | 31,116,305 | ||||||||
Sale of stock, price per share | $ 10 | ||||||||
Proceeds received from initial public offering | $ 311,200,000 | ||||||||
Offering costs | 17,600,000 | ||||||||
Deferred underwriting commissions | $ 10,900,000 | ||||||||
Over-Allotment Option [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Stock issued during period, shares, new issues | 3,616,305 | ||||||||
Private Placement [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Shares, Issued | 12,500,000 | ||||||||
Shares Issued, Price Per Share | $ 10 | ||||||||
Proceeds from Issuance of Common Stock | $ 125,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Temporary equity shares outstanding | 31,116,305 | 31,116,305 |
Cash insured with federal depository insurance corporation | $ 250,000 | |
Cash equivalents, Carrying value | $ 0 | $ 0 |
Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
U.S. government securities, Maturity terms | 185 days | |
Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
U.S. government securities, Maturity terms | 0 days | |
Common Class A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Temporary equity shares outstanding | 31,116,305 | 31,116,305 |
Warrant [Member] | Private Placement [Member] | ||
Class of Warrant or Right [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share | 15,446,522 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Basic and Diluted Loss Per Common Share (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Allocation of net income (loss) | $ 3,885,366 | $ (319,783) |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 3,108,293 | $ (97,791) |
Denominator: | ||
Basic and diluted weighted average ordinary shares outstanding | 31,116,305 | 3,067,805 |
Basic and diluted net Income (loss) per ordinary share | $ 0.10 | $ (0.03) |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 777,073 | $ (221,992) |
Denominator: | ||
Basic and diluted weighted average ordinary shares outstanding | 7,779,076 | 6,964,134 |
Basic and diluted net Income (loss) per ordinary share | $ 0.10 | $ (0.03) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Mar. 25, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Initial Public Offering [Line Items] | |||
Proceeds received from initial public offering | $ 0 | $ 311,163,050 | |
Deferred underwriting commissions | $ 0 | $ 10,890,707 | |
Common Class A [Member] | Public Warrants [Member] | |||
Initial Public Offering [Line Items] | |||
Class of warrant or rights exercise price | $ 11.50 | ||
IPO [Member] | |||
Initial Public Offering [Line Items] | |||
Stock issued during period, shares, new issues | 31,116,305 | ||
Sale of stock, price per share | $ 10 | ||
Proceeds received from initial public offering | $ 311,200,000 | ||
Offering costs | 17,600,000 | ||
Deferred underwriting commissions | $ 10,900,000 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering [Line Items] | |||
Stock issued during period, shares, new issues | 3,616,305 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Private Placement [Line Items] | ||
Proceeds from issuance of private placement | $ 0 | $ 9,223,261 |
Sponsor [Member] | Private Placement Warrants [Member] | ||
Private Placement [Line Items] | ||
Class of warrant or right issued during period shares | 9,223,261 | |
Class of warrant or right share price | $ 1 | |
Proceeds from issuance of private placement | $ 9,200,000 | |
Class of warrant or rights exercise price | $ 11.50 | |
Number of days from which warrants will not be transferable or saleable | 30 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 25, 2021 | Jan. 20, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Mar. 22, 2021 | Feb. 02, 2021 |
Stock shares issued during the period | 25,000 | ||||||
Share price | $ 18 | ||||||
Proceeds from related party debt | $ 172,000 | ||||||
Working capital loan outstanding | 0 | $ 0 | |||||
Agreed amount to repay for administrative services | $ 10,000 | ||||||
Administrative expenses—related party | $ 30,000 | $ 10,000 | |||||
Share Price More Than Or Equals To USD Twelve [Member] | |||||||
Share transfer, trigger price per share | $ 12 | ||||||
Number of consecutive trading days for determining share price | 20 days | ||||||
Number of trading days for determining share price | 30 days | ||||||
Threshold number of trading days for determining share price from date of business combination | 150 days | ||||||
Related Party Loan [Member] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 300,000 | ||||||
Proceeds from related party debt | $ 172,000 | ||||||
Working Capital Loan [Member] | |||||||
Share price | $ 1 | ||||||
Convertible debt | $ 1,500,000 | ||||||
Debt conversion, converted instrument, shares issued | 1,500,000 | ||||||
Over-Allotment Option [Member] | |||||||
Stock issued during period, shares, new issues | 3,616,305 | ||||||
Threshold option period for expiration of remaining overallotment option | 45 days | ||||||
Common Class B [Member] | |||||||
Common stock, shares, issued | 7,779,076 | 7,779,076 | |||||
Common stock, shares, outstanding | 7,779,076 | 7,779,076 | |||||
Common Class B [Member] | Over-Allotment Option [Member] | |||||||
Number of common stock shares subject to forfeiture | 1,031,250 | ||||||
Sponsor [Member] | |||||||
Shares transferred to related party | 35,000 | ||||||
Common stock, shares, issued | 7,906,250 | ||||||
Common stock, shares, outstanding | 7,906,250 | ||||||
Number of common stock shares subject to forfeiture | 1,031,250 | ||||||
Percent of founder shares to company's issued and outstanding shares | 20.00% | ||||||
Sponsor [Member] | Over-Allotment Option [Member] | |||||||
Forfeiture of Class B ordinary shares from Sponsor | 127,174 | 127,174 | |||||
Sponsor [Member] | Common Class B [Member] | |||||||
Related party transaction amounts of transaction | $ 25,000 | ||||||
Stock shares issued during the period | 7,187,500 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) | Mar. 25, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)shares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) |
Deferred underwriting commissions | $ 0 | $ 10,890,707 | ||
Deferred Legal Fees | $ 4,891,549 | $ 3,966,447 | ||
Number of purported shareholders from whom the company received demand letters | 2 | |||
IPO [Member] | ||||
Stock Issued During Period, Shares, New Issues | shares | 31,116,305 | |||
Underwriting discount per unit | $ / shares | $ 0.20 | |||
Payments for underwriting expense | $ 6,200,000 | |||
Deferred underwriting discount per unit | $ / shares | $ 0.35 | |||
Deferred underwriting commissions | $ 10,900,000 | |||
Deferred Legal Fees | $ 4,900,000 | $ 4,000,000 | ||
Over-Allotment Option [Member] | ||||
Stock Issued During Period, Shares, New Issues | shares | 3,616,305 | |||
Threshold option period for expiration of remaining overallotment option | 45 days | |||
Underwriting Agreement [Member] | IPO [Member] | ||||
Option grant to underwriters to purchase additional units | 45 days | |||
Stock Issued During Period, Shares, New Issues | shares | 4,125,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption - Summary of Class A Ordinary Shares Subject to Possible Redemption (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | |
Re-measurement on Class A ordinary shares subject to possible redemption amount | $ 23,086,620 | ||
Class A ordinary shares subject to possible redemption | $ 311,163,050 | $ 311,163,050 | |
Common Class A [Member] | |||
Gross Proceeds | 311,163,050 | ||
Offering costs allocated to Class A shares subject to possible redemption | (17,138,390) | ||
Proceeds allocated to Public Warrants at issuance | (5,948,230) | ||
Re-measurement on Class A ordinary shares subject to possible redemption amount | 23,086,620 | ||
Class A ordinary shares subject to possible redemption | $ 311,163,050 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Common stock shares authorized | 5,000,000 | |
Temporary equity shares outstanding | 31,116,305 | 31,116,305 |
Temporary equity, Carrying amount, Period increase decrease | $ 0 | |
Common Class A [Member] | ||
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock per share | $ 0.0001 | $ 0.0001 |
Temporary equity shares outstanding | 31,116,305 | 31,116,305 |
Common Stock, Voting Rights | one vote |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - $ / shares | Mar. 25, 2021 | Mar. 22, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Jan. 20, 2021 |
Common stock, shares authorized | 5,000,000 | ||||
Common stock threshold percentage on conversion of shares | 20.00% | ||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Sponsor [Member] | |||||
Common stock, shares, issued | 7,906,250 | ||||
Common stock, shares, outstanding | 7,906,250 | ||||
Number of common stock shares subject to forfeiture | 1,031,250 | ||||
Over-Allotment Option [Member] | |||||
Stock issued during period, shares, new issues | 3,616,305 | ||||
Threshold option period for expiration of remaining overallotment option | 45 days | ||||
Over-Allotment Option [Member] | Sponsor [Member] | |||||
Forfeiture of Class B ordinary shares from Sponsor | 127,174 | 127,174 | |||
Common Class A [Member] | |||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common stock, voting rights | one vote | ||||
Common Class A [Member] | Common Stock Subject to Mandatory Redemption [Member] | |||||
Common stock, shares, issued | 31,116,305 | 31,116,305 | |||
Common stock, shares, outstanding | 31,116,305 | 31,116,305 | |||
Common Class B [Member] | |||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | |||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common stock, shares, issued | 7,779,076 | 7,779,076 | |||
Common stock, shares, outstanding | 7,779,076 | 7,779,076 | |||
Sale of stock percentage of ownership after transaction | 20.00% | ||||
Common Class B [Member] | Common Stock Subject to Mandatory Redemption [Member] | |||||
Common stock, shares, issued | 7,187,500 | ||||
Common Class B [Member] | Over-Allotment Option [Member] | |||||
Number of common stock shares subject to forfeiture | 1,031,250 | ||||
Common Class B [Member] | Share Capitalization [Member] | |||||
Common stock, shares, issued | 7,906,250 | ||||
Common stock, shares, outstanding | 7,906,250 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Derivative Warrant Liabilities [Line Items] | |||
Class of warrant or right, outstanding | 15,446,522 | ||
Share price | $ 18 | ||
Class of warrants or rights redemption per share | $ 0.01 | ||
Warrant minimum days' for prior written notice of redemption | 30 days | ||
Number of consecutive trading days to determine call of warrant redemption | 20 days | ||
Common Class A [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Weighted average price of common stock as reported during trading days to meet fair market value criteria | 10 days | ||
Number of warrants will not exercisable during redemption period price per warrant | $ 0.361 | ||
Share Price Equals Or Exceeds Eighteen USD [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Number of consecutive trading days to determine call of warrant redemption | 20 days | ||
Number of trading days to determine call of warrant redemption | 30 days | ||
Share Price Equals Or Exceeds Ten USD [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Share price | $ 10 | ||
Class of warrants or rights redemption per share | $ 0.10 | ||
Warrant minimum days' for prior written notice of redemption | 30 days | ||
Number of trading days to determine call of warrant redemption | 30 days | ||
Public Warrants [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Class of warrant or right, outstanding | 6,223,261 | ||
Number of days from which warrants become exercisable after the completion of business combination | 30 days | ||
Number of business days after the closing of business combination made efforts for SEC registration statement | 20 days | ||
Period within which registration statement shall be effective after closure of business combination | 60 days | ||
Public Warrants [Member] | Common Class A [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Class of warrant or rights exercise price | $ 11.50 | ||
Public Warrants [Member] | Event Triggering Warrant Redemption [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Class of warrant or rights exercise price | $ 11.50 | ||
Warrant expiration | 5 years | ||
Share price | $ 9.20 | ||
Proceeds from equity proceeds from business combination as a percentage of total equity proceeds | 60.00% | ||
Number of trading days | 20 days | ||
Volume weighted average price per share | $ 9.20 | ||
Public Warrants [Member] | Trigger Price One [Member] | Event Triggering Warrant Redemption [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Redemption trigger price as a percentage of the newly issued price | 115.00% | ||
Class of warrants or right redemption trigger price | $ 18 | ||
Public Warrants [Member] | Trigger Price Two [Member] | Event Triggering Warrant Redemption [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Redemption trigger price as a percentage of the newly issued price | 180.00% | ||
Class of warrants or right redemption trigger price | $ 10 | ||
Private Placement Warrants [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Class of warrant or right, outstanding | 9,223,261 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets Measured at Fair Value Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Level 1 | ||
Assets: | ||
Investments held in Trust Account | $ 311,200,024 | $ 311,175,471 |
Level 1 | Public Warrants [Member] | ||
Liabilities: | ||
Derivative liabilities | 8,276,940 | 10,392,850 |
Level 3 | Private Placement Warrants [Member] | ||
Liabilities: | ||
Derivative liabilities | $ 12,266,940 | $ 15,402,850 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) - Fair Value, Inputs, Level 3 [Member] | Mar. 31, 2022yr | Dec. 31, 2021yr |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 9.92 | 9.98 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 0.163 | 0.218 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 5.25 | 5.50 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 0.024 | 0.013 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 0 | 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Fair Value of the Derivative Warrant Liabilities (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Transfer to Level 1 | $ 0 | |
Warrant [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Opening Balance, Derivative warrant liabilities | 15,402,850 | $ 0 |
Issuance of Public and Private Warrants | 14,995,760 | |
Transfer to Level 1 | (10,455,080) | |
Change in fair value of derivative warrant liabilities | (3,135,910) | 10,862,170 |
Ending Balance, Derivative warrant liabilities | 12,266,940 | 15,402,850 |
Warrant [Member] | Public Warrants [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Opening Balance, Derivative warrant liabilities | 0 | 0 |
Issuance of Public and Private Warrants | 5,948,230 | |
Transfer to Level 1 | (10,455,080) | |
Change in fair value of derivative warrant liabilities | 0 | 4,506,850 |
Ending Balance, Derivative warrant liabilities | 0 | 0 |
Warrant [Member] | Private Placement Warrants [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Opening Balance, Derivative warrant liabilities | 15,402,850 | 0 |
Issuance of Public and Private Warrants | 9,047,530 | |
Transfer to Level 1 | 0 | |
Change in fair value of derivative warrant liabilities | (3,135,910) | 6,355,320 |
Ending Balance, Derivative warrant liabilities | $ 12,266,940 | $ 15,402,850 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Change in fair value of derivative warrant liabilities | $ (5,251,820) | $ (271,160) |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers out of Level 3 | 0 | |
Public Warrants [Member] | ||
Change in fair value of derivative warrant liabilities | $ 5,300,000 | $ 300,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | May 16, 2022 | May 11, 2022 | May 14, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||||
Deferred underwriting commissions | $ 10,890,707 | $ 10,890,707 | |||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Deferred underwriting commissions | $ 10,890,000 | ||||
Subsequent Event [Member] | Promissory Note [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Face Amount | $ 1,000,000 | ||||
Subsequent Event [Member] | Promissory Note [Member] | Sponsor [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Face Amount | $ 1,000,000 | ||||
Debt Instrument, Maturity Date, Description | earlier of (i) September 25, 2023 and (ii) the date the Company consummates a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination | ||||
Subsequent Event [Member] | PIPE Investment [Member] | PIPE Investors Representing The Stated Investment Amount [Member] | Amended Subscription Agreements [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from Issuance of Common Stock | $ 110,806,000 | ||||
Period of extension in the term of each agreement | 60 days | ||||
Extended date of each agreement | Jul. 29, 2022 |