Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2021 | |
Document Information Line Items | |
Entity Registrant Name | ArcLight Clean Transition Corp. II |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 2 |
Entity Central Index Key | 0001842279 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | E9 |
Balance Sheet
Balance Sheet | Dec. 31, 2021USD ($) |
Current assets: | |
Cash | $ 811,526 |
Prepaid expenses | 701,663 |
Total current assets | 1,513,189 |
Other assets | 159,954 |
Investments held in Trust Account | 311,175,471 |
Total Assets | 312,848,614 |
Current liabilities: | |
Accounts payable | 18,764 |
Accrued expenses | 94,497 |
Total current liabilities | 113,261 |
Deferred legal fees | 3,966,447 |
Deferred underwriting commissions | 10,890,707 |
Derivative warrant liabilities | 25,795,700 |
Total liabilities | 40,766,115 |
Commitments and Contingencies | |
Class A ordinary shares subject to possible redemption; 31,116,305 shares at redemption value of $10.00 | 311,163,050 |
Shareholders’ Deficit: | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | |
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authori zed; no n on-redeemable shares issued and outstanding | |
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,779,076 shares issued and outstanding | 778 |
Accumulated deficit | (39,081,329) |
Total shareholders’ deficit | (39,080,551) |
Total Liabilities and Shareholders’ Deficit | $ 312,848,614 |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2021$ / sharesshares |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 |
Preferred stock, shares issued | |
Preferred stock, shares outstanding | |
Class A Ordinary Shares | |
Shares subject to possible redemption | 31,116,305 |
Shares subject to possible redemption price per share (in Dollars per share) | $ / shares | $ 10 |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 |
Ordinary shares, non-redeemable shares issued | |
Ordinary shares, non-redeemable shares outstanding | |
Class B Ordinary Shares | |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 |
Ordinary shares, shares issued | 7,779,076 |
Ordinary shares, shares outstanding | 7,779,076 |
Statement of Operations
Statement of Operations | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
General and administrative expenses | $ 4,944,523 |
Loss from operations | (4,944,523) |
Other income (expense) | |
Change in fair value of derivative warrant liabilities | (10,799,940) |
Financing costs – warrant liabilities | (462,620) |
Net gain on investments held in Trust Account | 12,421 |
Total other income (expense) | (11,250,139) |
Net loss | $ (16,194,662) |
Basic and diluted net (loss) per ordinary share (in Dollars per share) | $ / shares | $ (0.49) |
Basic and diluted net (loss) per ordinary share (in Dollars per share) | $ / shares | $ (0.49) |
Class A Ordinary Shares | |
Other income (expense) | |
Weighted average shares outstanding of Class A ordinary shares, basic and diluted (in Shares) | shares | 25,360,688 |
Basic and diluted net (loss) per ordinary share (in Dollars per share) | $ / shares | $ (0.49) |
Class B Ordinary Shares | |
Other income (expense) | |
Weighted average shares outstanding of Class B ordinary shares, basic and diluted (in Shares) | shares | 7,611,848 |
Basic and diluted net (loss) per ordinary share (in Dollars per share) | $ / shares | $ (0.49) |
Statement of Changes in Shareho
Statement of Changes in Shareholders’ Deficit - 12 months ended Dec. 31, 2021 - USD ($) | Class AOrdinary Shares | Class BOrdinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Jan. 12, 2021 | |||||
Balance (in Shares) at Jan. 12, 2021 | |||||
Balance at Dec. 31, 2021 | $ 778 | $ (39,081,329) | $ (39,080,551) | ||
Balance (in Shares) at Dec. 31, 2021 | 7,779,076 | ||||
Issuance of Class B ordinary shares to Sponsor | $ 791 | 24,209 | 25,000 | ||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 7,906,250 | ||||
Accretion on Class A ordinary shares subject to possible redemption | (199,953) | (22,886,667) | (23,086,620) | ||
Sale of private placement warrants to Sponsor less fair value of private warrants | 175,731 | 175,731 | |||
Forfeiture of Class B ordinary shares from Sponsor | $ (13) | 13 | |||
Forfeiture of Class B ordinary shares from Sponsor (in Shares) | (127,174) | ||||
Net loss | $ (16,194,662) | $ (16,194,662) |
Statement of Cash Flows
Statement of Cash Flows | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (16,194,662) |
Adjustments to reconcile net 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 | 25,000 |
General and administrative expenses paid by related party under promissory note | 26,800 |
Change in fair value of derivative warrant liabilities | 10,799,940 |
Financing costs – warrant liabilities | 462,620 |
Net gain on investments held in Trust Account | (12,421) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (861,617) |
Accounts payable | (181,236) |
Accrued expenses | 24,497 |
Deferred legal fees | 3,966,447 |
Net cash used in operating activities | (1,944,632) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (311,163,050) |
Net cash used in investing activities | (311,163,050) |
Cash Flows from Financing Activities: | |
Proceeds from note payable to related party | 100 |
Repayment of note payable to related party | (171,742) |
Proceeds received from initial public offering | 311,163,050 |
Proceeds received from private placement | 9,223,261 |
Offering costs paid | (6,295,461) |
Net cash provided by financing activities | 313,919,208 |
Net increase in cash | 811,526 |
Cash – beginning of the period | |
Cash – end of the period | 811,526 |
Supplemental disclosure of noncash investing and financing activities: | |
Offering costs included in accounts payable | 200,000 |
Offering costs included in accrued expenses | 70,000 |
Offering costs paid by related party under promissory note | 144,842 |
Deferred underwriting commissions | 10,890,707 |
Forfeiture of Class B ordinary shares from Sponsor | $ 13 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations 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 that the Company has not finalized (“Business Combination”). As of December 31, 2021, the Company had not yet commenced operations. All activity for the period from January 13, 2021 (inception) through December 31, 2021 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 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 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 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 -outstanding 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 Proposed Business Combination On December 2, 2021, the Company, Opal HoldCo LLC, a Delaware limited liability company (“ Opal HoldCo Opal Fuels Business Combination Agreement The Business Combination Agreement and the transactions contemplated thereby (collectively, the “ Business Combination Domestication New Opal New Opal Class A Common Stock (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 -classified Opal Units -transaction Ares Trust Account Public Share Redemptions Hillman New Opal Class D Common Stock Opal Equityholders New Opal Class B Common Stock In addition, if New Opal’s annual EBITDA for the calendar year 2023 exceeds $238,000,000 (the “ First Earnout Triggering Event Earnout Participants First Earnout Tranche Second Earnout Triggering Event Second Earnout Tranche 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 -party PIPE Investment 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 Investor Rights Agreement Liquidity and Capital Resources As of December 31, 2021, the Company had approximately $812,000 in its operating bank account and working capital of approximately $1.4 million. The Company’s liquidity needs up to December 31, 2021 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 promissory note from the Sponsor of approximately $172,000 (the “Note”) (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. Based on the foregoing, management believes that the Company will have sufficient working capital to meet its needs through the earlier of the consummation of a 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 | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. 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 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 Use of Estimates The preparation of our financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 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, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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. At December 31, 2021, 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 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: • • • 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 ASC 480 and FASB ASC Topic 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 redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as 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 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 balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional 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 to purchase an aggregate of 15,446,522, of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share, since their inclusion would be anti -dilutive The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each ordinary share class: For the period Class A Class B Basic and diluted net (loss) per ordinary share: Numerator: Allocation of net (loss) $ (12,456,056 ) $ (3,738,606 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 25,360,688 7,611,848 Basic and diluted net (loss) per ordinary share $ (0.49 ) $ (0.49 ) Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -converted -06 -06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering 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 Each Unit consists of one Class A ordinary share and one -fifth |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement 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 | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions 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 -allotment -allotment -day -allotment 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021, the Company had no borrowings under the Working Capital Loans. 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 $100,000 in expenses in connection with such services for the period from January 13, 2021 (inception) ended December 31, 2021 which is included in general and administrative expenses in the accompanying statement of operations. In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out -of-pocket |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 6 — Commitments & Contingencies 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 Underwriting Agreement The Company grant the underwriters a 45 -day -allotment -allotment -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 We entered into an engagement letter to obtain legal advisory services, pursuant to which the legal counsel agreed to defer their fees until the closing of the initial Business Combination. As of December 31, 2021, the Company recorded an aggregate of approximately $4.0 million in connection with such arrangement as deferred legal fees in the accompanying balance sheet. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 12 Months Ended |
Dec. 31, 2021 | |
Class A Ordinary Shares Subject To Possible Redemption Disclosure [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 December 31, 2021, there were 31,116,305 As of December 31, 2021, Class A ordinary shares subject to possible redemption reflected on the 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: Accretion on Class A ordinary shares subject to possible redemption amount 23,086,620 Class A ordinary shares subject to possible redemption $ 311,163,050 |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders’ Deficit | Note 8 — Shareholders’ Deficit Class A Ordinary Shares Class B Ordinary Shares -allotment -allotment -allotment -day -allotment 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 -linked -linked -to-one Preference Shares |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | Note 9 — Derivative Warrant Liabilities As of December 31, 2021, the Company had 6,223,261 and 9,223,261 Public Warrants and Private Placement Warrants, respectively, outstanding. 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 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five -linked 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): • • • • -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: • • • • -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 | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 2021 Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account – money market fund $ 311,175,471 $ — $ — Liabilities: Derivative liabilities – Public Warrants $ 10,392,850 $ — $ — Derivative liabilities – Private Warrants $ — $ — $ 15,402,850 Transfers to/from Levels 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 period from January 13, 2021 (inception) through December 31, 2021, the Company recognized a change to the statement of operations resulting from an increase in the fair value of liabilities of approximately $10.8 million presented as change in fair value of derivative warrant liabilities in the accompanying statement 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 -free volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk -free -coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: March 22, December 31, Share price $ 9.81 $ 9.98 Volatility 14.3 % 21.8 % Expected life of the options to convert 6.53 5.50 Risk-free rate 1.2 % 1.3 % Dividend yield — — The change in the level 3 fair value of the derivative warrant liabilities for the period from January 13, 2021 (inception) through December 31, 2021 is summarized as follows: Public Private 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 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued. Based upon this review, the Company determined that there have been no events that have occurred that would require adjustments to the disclosures in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. |
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 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 |
Use of estimates | Use of Estimates The preparation of our financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 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, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
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. At December 31, 2021, 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 balance sheets. |
Fair Value Measurements | 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: • • • 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 ASC 480 and FASB ASC Topic 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 redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as 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 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 balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional 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 to purchase an aggregate of 15,446,522, of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share, since their inclusion would be anti -dilutive The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each ordinary share class: For the period Class A Class B Basic and diluted net (loss) per ordinary share: Numerator: Allocation of net (loss) $ (12,456,056 ) $ (3,738,606 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 25,360,688 7,611,848 Basic and diluted net (loss) per ordinary share $ (0.49 ) $ (0.49 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -converted -06 -06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net income (loss) per share | For the period Class A Class B Basic and diluted net (loss) per ordinary share: Numerator: Allocation of net (loss) $ (12,456,056 ) $ (3,738,606 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 25,360,688 7,611,848 Basic and diluted net (loss) per ordinary share $ (0.49 ) $ (0.49 ) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Class A Ordinary Shares Subject To Possible Redemption Disclosure [Abstract] | |
Schedule of Class A Ordinary Shares Subject to Possible Redemption | 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: Accretion on Class A ordinary shares subject to possible redemption amount 23,086,620 Class A ordinary shares subject to possible redemption $ 311,163,050 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets that are measured at fair value on a recurring basis | Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account – money market fund $ 311,175,471 $ — $ — Liabilities: Derivative liabilities – Public Warrants $ 10,392,850 $ — $ — Derivative liabilities – Private Warrants $ — $ — $ 15,402,850 |
Schedule of fair value measurement inputs and valuation techniques | March 22, December 31, Share price $ 9.81 $ 9.98 Volatility 14.3 % 21.8 % Expected life of the options to convert 6.53 5.50 Risk-free rate 1.2 % 1.3 % Dividend yield — — |
Schedule of fair value of the derivative warrant liabilities | Public Private 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 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Mar. 25, 2021 | Dec. 31, 2021 |
Description of Organization and Business Operations (Details) [Line Items] | ||
Gross proceeds from initial public offering | $ 311,163,050 | |
Deferred underwriting commissions | 10,890,707 | |
Proceeds from issuance of private placement | 9,223,261 | |
Cash and cash equivalents held in trust account | $ 311,200,000 | |
Fair market value percentage | 80.00% | |
Business combination acquires percentage | 50.00% | |
Business combination, net tangible assets | $ 5,000,001 | |
Business combination redeem percentage | 100.00% | |
Interest to pay dissolution expense | $ 100,000 | |
Funds held in the trust account percentage | 100.00% | |
Business acquisition, preacquisition contingency, amount of settlement | $ 1,501,870,000 | |
Operating bank account | 812,000 | |
Net working capital | $ 1,400,000 | |
Stock shares issued during the period for service (in Shares) | 25,000 | |
Proceeds from related party debt | $ 172,000 | |
Business Combination [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Business combination period, description | 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”). | |
IPO [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Initial public offering units (in Shares) | 31,116,305 | |
Price per unit (in Dollars per share) | $ 10 | |
Gross proceeds from initial public offering | $ 311,200,000 | |
Offering costs | 17,600,000 | |
Deferred underwriting commissions | $ 10,900,000 | |
Over-Allotment Option [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Initial public offering units (in Shares) | 3,616,305 | |
Private Placement [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Shares, Issued (in Shares) | 12,500,000 | |
Shares Issued, Price Per Share (in Dollars per share) | $ 10 | |
Proceeds from Issuance of Common Stock | $ 125,000,000 | |
Class A Ordinary Shares [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Percentage of shares eligible to be transferred without any restriction | 15.00% | |
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; (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 | |
Common stock, par or stated value per share (in Dollars per share) | $ 0.0001 | |
Proceeds from Issuance of Common Stock | $ 311,163,050 | |
New Opal Class D Common Stock [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Common stock, par or stated value per share (in Dollars per share) | $ 0.0001 | |
New Opal Class B Common Stock [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Common stock, par or stated value per share (in Dollars per share) | $ 0.0001 | |
Private Placement Warrants [Member] | Sponsor [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Class of warrant or right issued during period shares (in Shares) | 9,223,261 | |
Class of warrant or right share price (in Dollars per share) | $ 1 | |
Proceeds from issuance of private placement | $ 9,200,000 | |
First Earnout Triggering Event calendar 2023 [Member] | New Opal Class B Common Stock and New Opal Class D Common Stock [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Earnings before interest, taxes, depreciation, and amortization for calendar year 2023 | $ 238,000,000 | |
Aggregate additional shares issued for calendar year 2023 (in Shares) | 5,000,000 | |
First Earnout Triggering Event calendar 2024 [Member] | New Opal Class B Common Stock and New Opal Class D Common Stock [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Earnings before interest, taxes, depreciation, and amortization for calendar year 2023 | $ 446,000,000 | |
Aggregate additional shares issued for calendar year 2023 (in Shares) | 5,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Cash equivalents | $ | $ 0 |
Federal depository insurance coverage | $ | $ 250,000 |
Private Placement [Member] | Warrant [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Aggregate of shares | shares | 15,446,522 |
Class A Ordinary Shares [Member] | Over-Allotment Option [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Ordinary shares subject to possible redemption | shares | 31,116,305 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Class A [Member] | |
Numerator: | |
Allocation of net income (loss) | $ | $ (12,456,056) |
Denominator: | |
Basic and diluted weighted average common shares outstanding | shares | 25,360,688 |
Basic and diluted net income (loss) per common share | $ / shares | $ (0.49) |
Class B [Member] | |
Numerator: | |
Allocation of net income (loss) | $ | $ (3,738,606) |
Denominator: | |
Basic and diluted weighted average common shares outstanding | shares | 7,611,848 |
Basic and diluted net income (loss) per common share | $ / shares | $ (0.49) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Mar. 25, 2021 | Dec. 31, 2021 |
Initial Public Offering (Details) [Line Items] | ||
Gross proceeds | $ 311,163,050 | |
Deferred underwriting commissions | $ 10,890,707 | |
Public warrant, description | Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 9). | |
Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of units (in Shares) | 31,116,305 | |
Purchase price per share (in Dollars per share) | $ 10 | |
Gross proceeds | $ 311,200,000 | |
Offering costs | 17,600,000 | |
Deferred underwriting commissions | $ 10,900,000 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of units (in Shares) | 3,616,305 |
Private Placement (Details)
Private Placement (Details) - Private Placement Warrants [Member] - Sponsor [Member] $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Class of warrant or right issued during period shares (in Shares) | shares | 9,223,261 |
Class of warrant or right share price | $ 1 |
Proceeds from issuance of private placement (in Dollars) | $ | $ 9.2 |
Class of warrant or rights exercise price | $ 11.5 |
Number of days from which warrants will not be transferable or saleable | 30 days |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 25, 2021 | Jan. 20, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Mar. 22, 2021 | Feb. 02, 2021 |
Related Party Transactions (Details) [Line Items] | ||||||
Issuance of shares | 25,000 | |||||
Proceeds from related party debt (in Dollars) | $ 172,000 | |||||
Share price (in Dollars per share) | $ 9.98 | $ 9.81 | ||||
Agreed amount to repay for administrative services (in Dollars) | $ 10,000 | |||||
Administrative services fee (in Dollars) | $ 100,000 | |||||
Sponsor [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Shares transferred to related party | 35,000 | |||||
Common stock, shares, outstanding | 7,906,250 | |||||
Common stock, shares, issued | 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% | |||||
Share Price More Than Or Equals To USD Twelve [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Share transfer, trigger price per share (in Dollars per share) | $ 12 | |||||
Related Party Loan [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Loan amount (in Dollars) | $ 300,000 | |||||
Proceeds from related party debt (in Dollars) | $ 172,000 | |||||
Working Capital Loan [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Convertible debt (in Dollars) | $ 1,500,000 | |||||
Convertible private placement warrants | 1,500,000 | |||||
Share price (in Dollars per share) | $ 1 | |||||
Working capital loan outstanding (in Dollars) | $ 0 | |||||
Over-Allotment Option [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Stock issued during period, shares, new issues | 3,616,305 | |||||
Forfeited aggregate of founder shares | 127,174 | |||||
Over-Allotment Option [Member] | Sponsor [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Forfeited aggregate of founder shares | 127,174 | |||||
Class B Ordinary Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Common stock, shares, outstanding | 7,779,076 | |||||
Common stock, shares, issued | 7,779,076 | |||||
Class B Ordinary Shares [Member] | Sponsor [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Related party transaction amounts of transaction (in Dollars) | $ 25,000 | |||||
Issuance of shares | 7,187,500 | |||||
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Number of common stock shares subject to forfeiture | 1,031,250 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 25, 2021 | Dec. 31, 2021 |
Commitments & Contingencies (Details) [Line Items] | ||
Deferred legal fees | $ 4 | |
IPO [Member] | ||
Commitments & Contingencies (Details) [Line Items] | ||
Additional Units (in Shares) | 31,116,305 | |
Underwriting discount per unit (in Dollars per share) | $ 0.2 | |
Payments for underwriting expense | $ 6.2 | |
Deferred underwriting discount per unit (in Dollars per share) | $ 0.35 | |
Deferred underwriting commission | $ 10.9 | |
Over-Allotment Option [Member] | ||
Commitments & Contingencies (Details) [Line Items] | ||
Additional Units (in Shares) | 3,616,305 | |
Threshold option period for expiration of remaining overallotment option | 45 days | |
Underwriting Agreement [Member] | IPO [Member] | ||
Commitments & Contingencies (Details) [Line Items] | ||
Option grant to underwriters to purchase additional unit | 45 days | |
Additional Units (in Shares) | 4,125,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) - Class A Ordinary Shares [Member] | Dec. 31, 2021$ / sharesshares |
Class A Ordinary Shares Subject to Possible Redemption (Details) [Line Items] | |
Company issued authorized | 500,000,000 |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Class A ordinary shares outstanding | 31,116,305 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption (Details) - Schedule of Class A Ordinary Shares Subject to Possible Redemption - Class A Ordinary Shares [Member] | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Class A Ordinary Shares Subject to Possible Redemption (Details) - Schedule of Class A Ordinary Shares Subject to Possible Redemption [Line Items] | |
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: | |
Accretion on Class A ordinary shares subject to possible redemption amount | 23,086,620 |
Class A ordinary shares subject to possible redemption | $ 311,163,050 |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) - $ / shares | Mar. 25, 2021 | Mar. 22, 2021 | Dec. 31, 2021 | Jan. 20, 2021 |
Shareholders' Deficit (Details) [Line Items] | ||||
Percentage of converted basis | 20.00% | |||
Preferred stock, shares authorized | 5,000,000 | |||
Preferred stock, par value per share (in Dollars per share) | $ 0.0001 | |||
Preferred Stock [Member] | ||||
Shareholders' Deficit (Details) [Line Items] | ||||
Preferred stock, shares authorized | 5,000,000 | |||
Preferred stock, par value per share (in Dollars per share) | $ 0.0001 | |||
Over-Allotment Option [Member] | ||||
Shareholders' Deficit (Details) [Line Items] | ||||
Purchase of additional units | 3,616,305 | |||
Founder shares | 127,174 | |||
Class A Ordinary Shares [Member] | ||||
Shareholders' Deficit (Details) [Line Items] | ||||
Ordinary stock, shares authorized | 500,000,000 | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | |||
Ordinary stock, shares outstanding | 31,116,305 | |||
Ordinary stock, shares issued | 31,116,305 | |||
Class B Ordinary Shares [Member] | ||||
Shareholders' Deficit (Details) [Line Items] | ||||
Ordinary stock, shares authorized | 50,000,000 | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | |||
Ordinary stock, shares outstanding | 7,906,250 | 7,779,076 | ||
Ordinary stock, shares issued | 7,906,250 | 7,779,076 | 7,187,500 | |
Initial shareholders, percentage | 20.00% | |||
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||
Shareholders' Deficit (Details) [Line Items] | ||||
Ordinary stock, shares subject to forfeiture | 1,031,250 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Mar. 22, 2021 | |
Derivative Warrant Liabilities (Details) [Line Items] | ||
Share price | $ 9.98 | $ 9.81 |
Share Price Equals Or Exceeds Eighteen USD [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
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 | |
Number of trading days to determine call of warrant redemption | 30 days | |
Share Price Equals Or Exceeds Ten USD [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Share price | $ 10 | |
Class of warrants or rights redemption per share | $ 0.1 | |
Warrant minimum days' for prior written notice of redemption | 30 days | |
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 | |
Public Warrants [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Class of warrant or right, outstanding | shares (in Shares) | 6,223,261 | |
Warrant minimum days' for prior written notice of redemption | 30 days | |
Number of consecutive trading days to determine call of warrant redemption | 20 days | |
Private Placement Warrants [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Class of warrant or right, outstanding | shares (in Shares) | 9,223,261 | |
Event Triggering Warrant Redemption [Member] | Public Warrants [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Class of warrant or rights exercise price | $ 11.5 | |
Warrant expiration | 5 years | |
Share price | $ 9.2 | |
Total equity proceeds | 60.00% | |
Number of trading days | 20 days | |
Volume weighted average price per share | $ 9.2 | |
Class A Ordinary Shares [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Number of warrants will not exercisable during redemption period price per warrant | $ 0.361 | |
Trigger Price One [Member] | Event Triggering Warrant Redemption [Member] | Public Warrants [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Redemption trigger price as a percentage of the newly issued price | 115.00% | |
Class of warrants or right redemption trigger price | $ 18 | |
Trigger Price Two [Member] | Event Triggering Warrant Redemption [Member] | Public Warrants [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Redemption trigger price as a percentage of the newly issued price | 180.00% | |
Class of warrants or right redemption trigger price | $ 10 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Public Warrants [Member] | |
Fair Value Measurements (Details) [Line Items] | |
Decrease (increase) in the fair value of liabilities | $ 10.8 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis | Dec. 31, 2021USD ($) |
Fair Value, Inputs, Level 1 [Member] | |
Assets: | |
Investments held in Trust Account – money market fund | $ 311,175,471 |
Liabilities: | |
Derivative liabilities – Public Warrants | 10,392,850 |
Derivative liabilities – Private Warrants | |
Fair Value, Inputs, Level 2 [Member] | |
Assets: | |
Investments held in Trust Account – money market fund | |
Liabilities: | |
Derivative liabilities – Public Warrants | |
Derivative liabilities – Private Warrants | |
Fair Value, Inputs, Level 3 [Member] | |
Assets: | |
Investments held in Trust Account – money market fund | |
Liabilities: | |
Derivative liabilities – Public Warrants | |
Derivative liabilities – Private Warrants | $ 15,402,850 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of fair value measurement inputs and valuation techniques - $ / shares | 1 Months Ended | 12 Months Ended |
Mar. 22, 2021 | Dec. 31, 2021 | |
Schedule of fair value measurement inputs and valuation techniques [Abstract] | ||
Share price (in Dollars per share) | $ 9.81 | $ 9.98 |
Volatility | 14.30% | 21.80% |
Expected life of the options to convert | 6 years 6 months 10 days | 5 years 6 months |
Risk-free rate | 1.20% | 1.30% |
Dividend yield |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Opening Balance, Derivative warrant liabilities | |
Issuance of Public and Private Warrants | 14,995,760 |
Transfer to Level 1 | (10,455,080) |
Change in fair value of derivative warrant liabilities | 10,862,170 |
Ending Balance, Derivative warrant liabilities | 15,402,850 |
Public [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Opening Balance, Derivative warrant liabilities | |
Issuance of Public and Private Warrants | 5,948,230 |
Transfer to Level 1 | (10,455,080) |
Change in fair value of derivative warrant liabilities | 4,506,850 |
Ending Balance, Derivative warrant liabilities | |
Private [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Opening Balance, Derivative warrant liabilities | |
Issuance of Public and Private Warrants | 9,047,530 |
Transfer to Level 1 | |
Change in fair value of derivative warrant liabilities | 6,355,320 |
Ending Balance, Derivative warrant liabilities | $ 15,402,850 |