Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 12, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | VECTOR ACQUISITION CORPORATION II | |
Trading Symbol | VAQC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001842386 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39560 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1575612 | |
Entity Address, Address Line One | One Market Street | |
Entity Address, Address Line Two | Steuart Tower | |
Entity Address, Address Line Three | 23rd Floor | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94105 | |
City Area Code | (415) | |
Local Phone Number | 293-5000 | |
Title of 12(b) Security | Class A ordinary shares, $0.0001 par value | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Class A Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 45,000,000 | |
Class B Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 11,250,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash | $ 210,272 | $ 227,150 |
Prepaid expenses | 239,254 | 353,298 |
Total Current Assets | 449,526 | 580,448 |
Investments held in Trust Account | 450,675,614 | 450,036,316 |
TOTAL ASSETS | 451,125,140 | 450,616,764 |
LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||
Accrued expenses | 166,785 | 216,966 |
Promissory Note – Related Party | 300,000 | |
Total current liabilities | 466,785 | 216,966 |
Deferred underwriting fee payable | 15,750,000 | 15,750,000 |
Total Liabilities | 16,216,785 | 15,966,966 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 45,000,000 shares at approximately $10.01 and $10.00 per share redemption value | 450,575,614 | 450,000,000 |
Shareholders’ Deficit | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Class A ordinary shares, $0.0001 par value; 450,000,000 shares authorized; 1,100,000 shares issued and outstanding (excluding 45,000,000 shares subject to possible redemption) | 110 | 110 |
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 11,250,000 shares issued and outstanding | 1,125 | 1,125 |
Additional paid-in capital | ||
Accumulated deficit | (15,668,494) | (15,351,437) |
Total Shareholders’ Deficit | (15,667,259) | (15,350,202) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ 451,125,140 | $ 450,616,764 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, authorized | 1,000,000 | 1,000,000 |
Preference shares, issued | ||
Preference shares, outstanding | ||
Class A Ordinary Shares | ||
Ordinary shares subject to possible redemption, shares | 45,000,000 | 45,000,000 |
Ordinary shares subject to possible redemption, per share (in Dollars per share) | $ 10.01 | $ 10 |
Ordinary shares subject to possible redemption, par value (in Dollars per share) | 0.0001 | 0.0001 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 450,000,000 | 450,000,000 |
Ordinary shares, issued | 1,100,000 | 1,100,000 |
Ordinary shares, outstanding | 1,100,000 | 1,100,000 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 50,000,000 | 50,000,000 |
Ordinary shares, issued | 11,250,000 | 11,250,000 |
Ordinary shares, outstanding | 11,250,000 | 11,250,000 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Operating and formation costs | $ 171,105 | $ 345,452 | $ 380,741 | $ 457,798 |
Loss from operations | (171,105) | (345,452) | (380,741) | (457,798) |
Other income: | ||||
Interest earned on investments held in Trust Account | 596,512 | 16,331 | 639,298 | 21,018 |
Total other income | 596,512 | 16,331 | 639,298 | 21,018 |
Net income (loss) | $ 425,407 | $ (329,121) | $ 258,557 | $ (436,780) |
Class A Ordinary Shares | ||||
Other income: | ||||
Weighted average shares outstanding (in Shares) | 46,100,000 | 46,100,000 | 46,100,000 | 29,924,561 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0.01 | $ (0.01) | $ 0 | $ (0.01) |
Class B Ordinary Shares | ||||
Other income: | ||||
Weighted average shares outstanding (in Shares) | 11,250,000 | 11,250,000 | 11,250,000 | 11,250,000 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0.01 | $ (0.01) | $ 0 | $ (0.01) |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Class A Ordinary Shares | ||||
Basic and diluted net income (loss) per share | $ 0.01 | $ (0.01) | $ 0.01 | $ (0.01) |
Class B Ordinary Shares | ||||
Basic and diluted net income (loss) per share | $ 0.01 | $ (0.01) | $ 0.01 | $ (0.01) |
Unaudited Condensed Statement o
Unaudited Condensed Statement of Changes in Shareholders’ Deficit - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Jan. 04, 2021 | |||||
Balance (in Shares) at Jan. 04, 2021 | |||||
Accretion for Class A ordinary shares to redemption amount | (11,023,596) | (14,374,367) | (25,397,963) | ||
Issuance of Class B ordinary shares to Sponsor | $ 1,294 | 23,706 | 25,000 | ||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 12,937,500 | ||||
Sale of 1,100,000 Private Placement Shares | $ 110 | 10,999,890 | 11,000,000 | ||
Sale of 1,100,000 Private Placement Shares (in Shares) | 1,100,000 | ||||
Net income (loss) | (107,659) | (107,659) | |||
Balance at Mar. 31, 2021 | $ 110 | $ 1,294 | (14,482,026) | (14,480,622) | |
Balance (in Shares) at Mar. 31, 2021 | 1,100,000 | 12,937,500 | |||
Balance at Jan. 04, 2021 | |||||
Balance (in Shares) at Jan. 04, 2021 | |||||
Net income (loss) | (436,780) | ||||
Balance at Jun. 30, 2021 | $ 110 | $ 1,125 | (14,810,978) | (14,809,743) | |
Balance (in Shares) at Jun. 30, 2021 | 1,100,000 | 11,250,000 | |||
Balance at Mar. 31, 2021 | $ 110 | $ 1,294 | (14,482,026) | (14,480,622) | |
Balance (in Shares) at Mar. 31, 2021 | 1,100,000 | 12,937,500 | |||
Forfeiture of Founder Shares | $ (169) | 169 | |||
Forfeiture of Founder Shares (in Shares) | (1,687,500) | ||||
Accretion for Class A ordinary shares to redemption amount | (169) | 169 | |||
Net income (loss) | (329,121) | (329,121) | |||
Balance at Jun. 30, 2021 | $ 110 | $ 1,125 | (14,810,978) | (14,809,743) | |
Balance (in Shares) at Jun. 30, 2021 | 1,100,000 | 11,250,000 | |||
Balance at Dec. 31, 2021 | $ 110 | $ 1,125 | (15,351,437) | (15,350,202) | |
Balance (in Shares) at Dec. 31, 2021 | 1,100,000 | 11,250,000 | |||
Net income (loss) | (166,850) | (166,850) | |||
Balance at Mar. 31, 2022 | $ 110 | $ 1,125 | (15,518,287) | (15,517,052) | |
Balance (in Shares) at Mar. 31, 2022 | 1,100,000 | 11,250,000 | |||
Balance at Dec. 31, 2021 | $ 110 | $ 1,125 | (15,351,437) | (15,350,202) | |
Balance (in Shares) at Dec. 31, 2021 | 1,100,000 | 11,250,000 | |||
Net income (loss) | 258,557 | ||||
Balance at Jun. 30, 2022 | $ 110 | $ 1,125 | (15,668,494) | (15,667,259) | |
Balance (in Shares) at Jun. 30, 2022 | 1,100,000 | 11,250,000 | |||
Balance at Mar. 31, 2022 | $ 110 | $ 1,125 | (15,518,287) | (15,517,052) | |
Balance (in Shares) at Mar. 31, 2022 | 1,100,000 | 11,250,000 | |||
Accretion for Class A ordinary shares to redemption amount | (575,614) | (575,614) | |||
Net income (loss) | 425,407 | 425,407 | |||
Balance at Jun. 30, 2022 | $ 110 | $ 1,125 | $ (15,668,494) | $ (15,667,259) | |
Balance (in Shares) at Jun. 30, 2022 | 1,100,000 | 11,250,000 |
Unaudited Condensed Statement_3
Unaudited Condensed Statement of Changes in Shareholders’ Deficit (Parentheticals) | 3 Months Ended |
Mar. 31, 2021 shares | |
Statement of Stockholders' Equity [Abstract] | |
Private Placement Shares | 1,100,000 |
Unaudited Condensed Statement_4
Unaudited Condensed Statement of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 258,557 | $ (436,780) |
Formation cost paid by Sponsor in exchange for issuance of Founder Shares | 5,000 | |
Interest earned on investments held in Trust Account | (639,298) | (21,018) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 114,044 | (540,410) |
Accrued expenses | (50,181) | 74,203 |
Net cash used in operating activities | (316,878) | (919,005) |
Investment of cash in Trust Account | (450,000,000) | |
Net cash used in investing activities | (450,000,000) | |
Proceeds from sale of Class A ordinary shares, net of underwriting discounts paid | 441,000,000 | |
Proceeds from sale of Private Placement Shares | 11,000,000 | |
Proceeds from Promissory Note – related party | 300,000 | 300,000 |
Repayment of Promissory Note – related party | (300,000) | |
Payment of offering costs | (627,963) | |
Net cash provided by financing activities | 300,000 | 451,372,037 |
Net Change in Cash | (16,878) | 453,032 |
Cash – Beginning of period | 227,150 | |
Cash – End of period | 210,272 | 453,032 |
Non-Cash investing and financing activities: | ||
Offering costs paid by Sponsor in exchange for issuance of Founder Shares | 20,000 | |
Deferred underwriting fee payable | $ 15,750,000 |
Organization and Plan of Busine
Organization and Plan of Business Operations | 6 Months Ended |
Jun. 30, 2022 | |
Organization Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS | NOTE 1. ORGANIZATION AND PLAN OF BUSINESS OPERATIONS Vector Acquisition Corporation II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 5, 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 or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity for the period from inception through June 30, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the investments held in the Trust Account (as defined below). The registration statement for the Company’s Initial Public Offering was declared effective on March 9, 2021. On March 12, 2021, the Company consummated the Initial Public Offering of 45,000,000 Class A ordinary shares (the “Public Shares”), at $10.00 per Public Share, generating gross proceeds of $450,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,100,000 private placement shares (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to Vector Acquisition Partners II, L.P. (the “Sponsor”), generating gross proceeds of $11,000,000, which is described in Note 4. Transaction costs amounted to $25,397,963, consisting of $9,000,000 of underwriting fees, $15,750,000 of deferred underwriting fees and $647,963 of other offering costs. Following the closing of the Initial Public Offering on March 12, 2021, an amount of $450,000,000 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and a portion of the proceeds from the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940 (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the 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 the Business Combination, either (i) in connection with a general 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, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then-issued and outstanding Public Shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote the Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, 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% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to pay taxes, divided by the number of then-issued and outstanding Public Shares. The Company will have until March 12, 2023, to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement Shares it received if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have 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 other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Public Share ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) 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 Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as 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 all vendors, service providers (other than 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. Liquidity and Capital Resources As of June 30, 2022, the Company had $210,272 in its operating bank account and a working capital deficit of $17,259. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors, may loan the Company funds as may be required (the “Working Capital Loans”), of which up to $1,500,000 have been committed by our Sponsors (see Note 5). 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. In the event that a Business Combination does not close, the Company may use a portion of the 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 Company may raise additional capital through loans or additional investments from the Sponsors or its shareholders, officers, directors or third parties. The Company’s officers and directors and the Sponsors may, but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient working capital and borrowing capacity from the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors, to meet its needs through the earlier of the consummation of a Business Combination or at least one year from the date that the financial statements were issued. Going Concern The Company intends to achieve its business objective of completing its initial business combination with one or more businesses but cannot guarantee its ability to consummate such transaction. Although the Company has a working capital deficit of $17,259 as of June 30, 2022, the Working Capital Loan will provide sufficient capital up to $1,500,000, if necessary, to help sustain operations for one year from the issuance date of the financial statements, or until the completion of the Business Combination. $300,000 was outstanding on the Working Capital Loan as of June 30, 2022, leaving a capacity of $1,200,000. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through March 12, 2023, the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date. The Company intends to complete a Business Combination by March 12, 2023, but cannot guarantee such event. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 21, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any future periods. 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the accompanying unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022, or December 31, 2021. Investments h The Company’s portfolio of investments held in the Trust Account is comprised solely of investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest earned on marketable securities 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. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the condensed balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $25,397,963 were charged to temporary equity upon the completion of the Initial Public Offering. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022, and December 31, 2021, the 45,000,000 Class A ordinary shares subject to possible redemption are presented 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 accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At June 30, 2022, and December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross Proceeds $ 450,000,000 Less: Class A ordinary shares issuance costs (25,397,963 ) Plus: Accretion of carrying value to redemption value 25,397,963 Class A ordinary shares subject to possible redemptions. December 31, 2021 $ 450,000,000 Plus: Accretion of carrying value to redemption value 575,614 Class A ordinary shares subject to possible redemptions. June 30, 2022 $ 450,575,614 Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2022, and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Income (Loss) per Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. We have two classes of shares which are Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. As of June 30, 2022, and June 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months Ended Six Months Ended For the Period from 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 341,958 $ 83,449 $ (264,560 ) $ (64,562 ) $ 207,837 $ 50,720 $ (351,100 ) $ (85,680 ) Denominator: Basic and diluted weighted average shares outstanding 46,100,000 11,250,000 46,100,000 11,250,000 46,100,000 11,250,000 29,924,561 11,250,000 Basic and diluted net income (loss) per ordinary share $ 0.01 $ 0.01 $ (0.01 ) $ (0.01 ) $ 0.00 $ 0.00 $ (0.01 ) $ (0.01 ) 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 Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. The Company’s fair value policy is described in Note 8. Recent Accounting Standards Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 45,000,000 Public Shares, at a purchase price of $10.00 per Public Share. |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2022 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,100,000 Private Placement Shares at a price of $10.00 per Private Placement Share, for an aggregate purchase price of $11,000,000. A portion of the proceeds from the Private Placement Shares 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 proceeds from the sale of the Private Placement Shares will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Shares will expire worthless. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 11, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 11,500,000 Class B ordinary shares (the “Founder Shares”). On March 9, 2021, the Company effected a share capitalization pursuant to which the Company issued 1,437,500 additional Class B ordinary shares, resulting in the Company’s initial shareholders holding 12,937,500 Class B ordinary shares. The Founder Shares included an aggregate of up to 1,687,500 shares subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (excluding the Private Placement Shares). On April 23, 2021, the underwriters’ over-allotment option pursuant to the underwriting agreement to purchase up to 6,750,000 additional Public Shares expired without exercise and consequently 1,687,500 Founder Shares were forfeited for no consideration. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on March 9, 2021, to pay an affiliate of the Sponsor up to $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2022, the Company incurred and paid $30,000 and $60,000, respectively, in fees for these services. For the period from January 5, 2021 (inception) through June 30, 2021, the Company incurred and paid $36,129 in fees for these services. Promissory Note — Related Party On January 11, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) June 30, 2021, or (ii) the consummation of the Initial Public Offering. The outstanding amount of $300,000 was repaid at the closing of the Initial Public Offering on March 12, 2021. Borrowings under the Promissory Note are no longer available. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans. Such Working Capital Loans would be evidenced by Promissory Notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into shares of the post-business combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. 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. On March 18, 2022, the Company entered into a working capital loan agreement (the “Working Capital Loan Agreement”) with its Sponsor, pursuant to which the Company may borrow up to $300,000 for ongoing business expenses. As of June 30, 2022, the Company had $300,000 of outstanding borrowings under the Working Capital Loan Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Furthermore, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Registration and Shareholders Rights Pursuant to a registration and shareholder rights agreement entered into on March 9, 2021, the holders of the Founder Shares, Private Placement Shares and any shares that may be issued upon conversion of Working Capital Loans will be entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short-form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 6,750,000 additional Public Shares to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On April 23, 2021, the underwriters’ over-allotment option expired without exercise and consequently 1,687,500 Founder Shares were forfeited for no consideration. The underwriters are entitled to a deferred fee of $0.35 per Public Share, or $15,750,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Shareholders_ Deficit
Shareholders’ Deficit | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares Class B Ordinary Shares Only holders of the Class B ordinary shares will have the right to vote on the appointment and removal of directors prior to the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering (excluding the Private Placement Shares), plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Shares issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At June 30, 2022 and December 31, 2021, respectively, assets held in the Trust Account were comprised of $450,675,614 and $450,036,316 in money market funds which are invested primarily in U.S. Treasury Securities. Money market funds are a level 1 asset valued based upon quoted prices in active markets. To date, the Company has not withdrawn any interest earned on the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, December 31, Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 450,675,614 $ 450,036,316 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 21, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any future periods. |
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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the accompanying unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022, or December 31, 2021. |
Investments Held in Trust Account | Investments h The Company’s portfolio of investments held in the Trust Account is comprised solely of investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest earned on marketable securities 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. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the condensed balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $25,397,963 were charged to temporary equity upon the completion of the Initial Public Offering. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022, and December 31, 2021, the 45,000,000 Class A ordinary shares subject to possible redemption are presented 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 accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At June 30, 2022, and December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross Proceeds $ 450,000,000 Less: Class A ordinary shares issuance costs (25,397,963 ) Plus: Accretion of carrying value to redemption value 25,397,963 Class A ordinary shares subject to possible redemptions. December 31, 2021 $ 450,000,000 Plus: Accretion of carrying value to redemption value 575,614 Class A ordinary shares subject to possible redemptions. June 30, 2022 $ 450,575,614 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2022, and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Net Income (Loss) per Share | Net Income (Loss) per Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. We have two classes of shares which are Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. As of June 30, 2022, and June 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months Ended Six Months Ended For the Period from 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 341,958 $ 83,449 $ (264,560 ) $ (64,562 ) $ 207,837 $ 50,720 $ (351,100 ) $ (85,680 ) Denominator: Basic and diluted weighted average shares outstanding 46,100,000 11,250,000 46,100,000 11,250,000 46,100,000 11,250,000 29,924,561 11,250,000 Basic and diluted net income (loss) per ordinary share $ 0.01 $ 0.01 $ (0.01 ) $ (0.01 ) $ 0.00 $ 0.00 $ (0.01 ) $ (0.01 ) |
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 Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. The Company’s fair value policy is described in Note 8. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Class A ordinary shares reflected in the balance sheets | Gross Proceeds $ 450,000,000 Less: Class A ordinary shares issuance costs (25,397,963 ) Plus: Accretion of carrying value to redemption value 25,397,963 Class A ordinary shares subject to possible redemptions. December 31, 2021 $ 450,000,000 Plus: Accretion of carrying value to redemption value 575,614 Class A ordinary shares subject to possible redemptions. June 30, 2022 $ 450,575,614 |
Schedule of calculation of basic and diluted net income (loss) per ordinary share | Three Months Ended Three Months Ended Six Months Ended For the Period from 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 341,958 $ 83,449 $ (264,560 ) $ (64,562 ) $ 207,837 $ 50,720 $ (351,100 ) $ (85,680 ) Denominator: Basic and diluted weighted average shares outstanding 46,100,000 11,250,000 46,100,000 11,250,000 46,100,000 11,250,000 29,924,561 11,250,000 Basic and diluted net income (loss) per ordinary share $ 0.01 $ 0.01 $ (0.01 ) $ (0.01 ) $ 0.00 $ 0.00 $ (0.01 ) $ (0.01 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value on a recurring basis | Description Level June 30, December 31, Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 450,675,614 $ 450,036,316 |
Organization and Plan of Busi_2
Organization and Plan of Business Operations (Details) - USD ($) | 6 Months Ended | |
Mar. 12, 2021 | Jun. 30, 2022 | |
Organization and Plan of Business Operations (Details) [Line Items] | ||
Transaction costs | $ 25,397,963 | |
Underwriting fees | 9,000,000 | |
Deferred underwriting fees | 15,750,000 | |
Other offering costs | $ 647,963 | |
Fair market value, percentage | 80% | |
Ownership percentage | 50% | |
Business combination, per share (in Dollars per share) | $ 10 | |
Net tangible assets | $ 5,000,001 | |
Aggregate of public shares, percentage | 15% | |
Redemption of public shares, percentage | 100% | |
Public redeem share, percentage | 100% | |
Dissolution expense | $ 100,000 | |
Description of public shares | In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) 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 Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. | |
Operating bank account amount | $ 210,272 | |
Working capital deficit | 17,259 | |
Working capital loans amount | 1,500,000 | |
Working capital deficit | 17,259 | |
Working capital Loan | 1,500,000 | |
Outstanding working capital Loan | 300,000 | |
Remaining capacity loan | $ 1,200,000 | |
Initial Public Offering [Member] | ||
Organization and Plan of Business Operations (Details) [Line Items] | ||
Proposed public offering (in Shares) | 45,000,000 | |
Share price (in Dollars per share) | $ 10 | |
Generating gross proceeds | $ 450,000,000 | |
Per share price (in Dollars per share) | $ 10 | |
Gross proceeds | $ 450,000,000 | |
Private Placement [Member] | ||
Organization and Plan of Business Operations (Details) [Line Items] | ||
Proposed public offering (in Shares) | 1,100,000 | |
Per share price (in Dollars per share) | $ 10 | |
Gross proceeds | $ 11,000,000 | |
Class A Ordinary Shares [Member] | Initial Public Offering [Member] | ||
Organization and Plan of Business Operations (Details) [Line Items] | ||
Proposed public offering (in Shares) | 45,000,000 | |
Share price (in Dollars per share) | $ 10 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) shares | |
Significant Accounting Policies (Details) [Line Items] | |
Federal depository insurance coverage | $ 250,000 |
Initial Public Offering [Member] | |
Significant Accounting Policies (Details) [Line Items] | |
Offering costs | $ 25,397,963 |
Class A Ordinary Shares [Member] | |
Significant Accounting Policies (Details) [Line Items] | |
Ordinary shares subject to possible redemption are presented temporary equity (in Shares) | shares | 45,000,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Class A ordinary shares reflected in the balance sheets - Class A Ordinary Shares [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Gross Proceeds | $ 450,000,000 | |
Less: | ||
Class A ordinary shares issuance costs | (25,397,963) | |
Plus: | ||
Accretion of carrying value to redemption value | $ 575,614 | 25,397,963 |
Class A ordinary shares subject to possible redemptions | $ 450,575,614 | $ 450,000,000 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of calculation of basic and diluted net income (loss) per ordinary share - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Class A [Member] | ||||
Numerator: | ||||
Allocation of net income (loss), as adjusted | $ 341,958 | $ (264,560) | $ 207,837 | $ (351,100) |
Denominator: | ||||
Basic and diluted weighted average shares outstanding | 46,100,000 | 46,100,000 | 46,100,000 | 29,924,561 |
Basic and diluted net income (loss) per ordinary share | $ 0.01 | $ (0.01) | $ 0 | $ (0.01) |
Class B [Member] | ||||
Numerator: | ||||
Allocation of net income (loss), as adjusted | $ 83,449 | $ (64,562) | $ 50,720 | $ (85,680) |
Denominator: | ||||
Basic and diluted weighted average shares outstanding | 11,250,000 | 11,250,000 | 11,250,000 | 11,250,000 |
Basic and diluted net income (loss) per ordinary share | $ 0.01 | $ (0.01) | $ 0 | $ (0.01) |
Initial Public Offering (Detail
Initial Public Offering (Details) - Initial Public Offering [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Initial Public Offering (Details) [Line Items] | |
Public shares | shares | 45,000,000 |
Price per share | $ / shares | $ 10 |
Private Placement (Details)
Private Placement (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate purchase price, shares | shares | 1,100,000 |
Purchase price | $ / shares | $ 10 |
Initial Public Offering [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate purchase price | $ | $ 11,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Mar. 09, 2021 | Jan. 11, 2021 | Apr. 23, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 18, 2022 | Mar. 12, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||||||
Initial shareholders (in Shares) | 12,937,500 | |||||||
Subject to forfeiture shares (in Shares) | 1,687,500 | |||||||
Conversation of founder shares, percentage | 20% | |||||||
Office space administrative services | $ 10,000 | |||||||
Payment fees for services | $ 30,000 | $ 60,000 | $ 36,129 | |||||
Borrowings | $ 300,000 | $ 300,000 | $ 300,000 | |||||
Founder Shares [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Amount of sponsor paid | $ 25,000 | |||||||
Business combination, description | The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. | |||||||
Over-Allotment Option [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Subject to forfeiture shares (in Shares) | 1,687,500 | |||||||
Purchase of additional public share (in Shares) | 6,750,000 | |||||||
Initial Public Offering [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Outstanding amount repaid | $ 300,000 | |||||||
Class B Ordinary Shares [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Shares consideration (in Shares) | 11,500,000 | |||||||
Issued shares (in Shares) | 1,437,500 | |||||||
Unsecured Promissory Note [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Aggregate principal amount | $ 300,000 | |||||||
Business Combination [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Business combination, description | The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into shares of the post-business combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Underwriting Agreement [Member] - USD ($) | 1 Months Ended | 6 Months Ended |
Apr. 23, 2021 | Jun. 30, 2022 | |
Commitments and Contingencies (Details) [Line Items] | ||
Purchase of additional public share | 6,750,000 | |
Founder shares forfeited | 1,687,500 | |
Deferred fee per public share (in Dollars per share) | $ 0.35 | |
Aggregate amount (in Dollars) | $ 15,750,000 |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Shareholders’ Deficit (Details) [Line Items] | ||
Preference shares, authorized | 1,000,000 | 1,000,000 |
Preference stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Class A Ordinary Shares [Member] | ||
Shareholders’ Deficit (Details) [Line Items] | ||
Ordinary shares, authorized | 450,000,000 | 450,000,000 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Voting description | Holders of Class A ordinary shares are entitled to one vote for each share. | |
Ordinary shares, issued | 1,100,000 | 1,100,000 |
Ordinary shares subject to possible redemption, shares | 45,000,000 | 45,000,000 |
Ordinary shares, outstanding | 1,100,000 | 1,100,000 |
Percentage of converted basis | 20% | |
Class B Ordinary Shares [Member] | ||
Shareholders’ Deficit (Details) [Line Items] | ||
Ordinary shares, authorized | 50,000,000 | 50,000,000 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Voting description | Holders of the Class B ordinary shares are entitled to one vote for each share. | |
Ordinary shares, issued | 11,250,000 | 11,250,000 |
Ordinary shares, outstanding | 11,250,000 | 11,250,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Money market funds | $ 450,675,614 | $ 450,036,316 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Level 1 [Member] | U.S. Treasury Securities Money Market Fund [Member] | ||
Assets: | ||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 450,675,614 | $ 450,036,316 |