Document and Entity Information
Document and Entity Information - USD ($) | 11 Months Ended | ||
Dec. 31, 2021 | Feb. 16, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 001-40266 | ||
Entity Registrant Name | MAGNUM OPUS ACQUISITION LIMITED | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address, Address Line One | Unit 1009, IBC Tower | ||
Entity Address, Address Line Two | Three Garden Road | ||
Entity Address, City or Town | Central | ||
Entity Address, Country | HK | ||
Entity Address, Postal Zip Code | 00000 | ||
City Area Code | 852 | ||
Local Phone Number | 3757 9857 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 192,400,000 | ||
Entity Central Index Key | 0001843121 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Transition Report | false | ||
Auditor Name | Marcum LLP | ||
Auditor Location | West Palm Beach, FL | ||
Auditor Firm ID | 688 | ||
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | ||
Trading Symbol | OPA.U | ||
Security Exchange Name | NYSE | ||
Class A ordinary shares | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A ordinary shares, $0.0001 par value | ||
Trading Symbol | OPA | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 20,000,000 | ||
Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | ||
Trading Symbol | OPA WS | ||
Security Exchange Name | NYSE | ||
Class B ordinary shares | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,000,000 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2021USD ($) |
Current assets: | |
Cash | $ 482,651 |
Prepaid expenses | 99,756 |
Total current assets | 582,407 |
Investments held in Trust Account | 200,010,449 |
Total assets | 200,592,856 |
Current liabilities: | |
Accounts payable and accrued expenses | 3,122,633 |
Total current liabilities | 3,122,633 |
Deferred underwriting fee payable | 7,000,000 |
Warrant liabilities | 16,540,000 |
Total liabilities | 26,662,633 |
Commitments | |
Shareholders' Deficit | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 0 |
Accumulated deficit | (26,070,277) |
Total shareholders' deficit | (26,069,777) |
Total liabilities and shareholders' deficit | 200,592,856 |
Class A ordinary shares | |
Current liabilities: | |
Class A ordinary shares subject to possible redemption, 20,000,000 shares at redemption value | 200,000,000 |
Shareholders' Deficit | |
Common stock | 0 |
Class B ordinary shares | |
Shareholders' Deficit | |
Common stock | $ 500 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - $ / shares | Dec. 31, 2021 | Aug. 26, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | |
Preferred stock, shares authorized | 5,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Common shares, shares issued | 40,000,000 | |
Class A ordinary shares | ||
Common shares, par value, (per share) | $ 0.0001 | |
Common shares, shares authorized | 500,000,000 | |
Common shares, shares issued | 20,000,000 | |
Common shares, shares outstanding | 0 | |
Temporary equity, shares outstanding | 20,000,000 | |
Class B ordinary shares | ||
Common shares, par value, (per share) | $ 0.0001 | |
Common shares, shares authorized | 50,000,000 | |
Common shares, shares issued | 5,000,000 | |
Common shares, shares outstanding | 5,000,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 11 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Formation and operating costs | $ 4,094,759 |
Expensed offering costs | 867,351 |
Loss from operations | (4,962,110) |
Interest income on Trust Account | 10,449 |
Loss on sale of private placement warrants | (2,880,000) |
Change in fair value of warrant liabilities | 7,140,000 |
Net loss | $ (691,661) |
Class A ordinary shares | |
Basic weighted average shares outstanding | shares | 16,384,840 |
Diluted weighted average shares outstanding | shares | 16,384,840 |
Basic net loss per share of ordinary share | $ / shares | $ (0.03) |
Diluted net loss per share of ordinary share | $ / shares | $ 0.10 |
Class B ordinary shares | |
Basic weighted average shares outstanding | shares | 4,941,691 |
Diluted weighted average shares outstanding | shares | 4,941,691 |
Basic net loss per share of ordinary share | $ / shares | $ (0.03) |
Diluted net loss per share of ordinary share | $ / shares | $ 0.10 |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - 11 months ended Dec. 31, 2021 - USD ($) | Class A ordinary sharesOrdinary Shares | Class A ordinary shares | Class B ordinary sharesOrdinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Jan. 21, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance at the beginning (in shares) at Jan. 21, 2021 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of Class B ordinary shares to Sponsor | $ 575 | 24,425 | 25,000 | |||
Issuance of Class B ordinary shares to Sponsor (in shares) | 5,750,000 | |||||
Accretion of Class A ordinary shares to redemption amount | $ (25,403,116) | (24,425) | (25,378,691) | (25,403,116) | ||
Forfeiture of Class B ordinary shares | $ (75) | 75 | ||||
Forfeiture of Class B ordinary shares (in shares) | (750,000) | |||||
Net loss | (691,661) | (691,661) | ||||
Balance at the end at Dec. 31, 2021 | $ 0 | $ 500 | $ 0 | $ (26,070,277) | $ (26,069,777) | |
Balance at the end (in shares) at Dec. 31, 2021 | 0 | 5,000,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (691,661) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Expensed offering costs | 867,351 |
Interest income on investments held in Trust Account | (10,449) |
Loss on sale of private placement warrants | 2,880,000 |
Change in fair value of warrant liabilities | (7,140,000) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (99,756) |
Accrued expenses | 3,122,633 |
Net cash used in operating activities | (1,071,882) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (200,000,000) |
Net cash used in investing activities | (200,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B ordinary shares to Sponsor | 25,000 |
Proceeds from initial public offering, net of underwriter's discount paid | 196,000,000 |
Proceeds from sale of private placement warrants | 6,000,000 |
Offering costs paid | (470,467) |
Net cash provided by financing activities | 201,554,533 |
Net Change in Cash | 482,651 |
Cash - End of Period | 482,651 |
Supplemental disclosure of noncash investing and financing activities: | |
Accretion of Class A ordinary shares subject to redemption to redemption value | 25,403,116 |
Deferred underwriting fee payable | 7,000,000 |
Forfeiture of Class B ordinary shares | $ 75 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 11 Months Ended |
Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Magnum Opus Acquisition Limited (the “Company”) is a blank check company incorporated in the Cayman Islands on January 22, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region 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 December 31, 2021, the Company had not commenced any operations. All activity for the period from January 22, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”). The registration statement for the Company’s Initial Public Offering was declared effective on March 22, 2021. On March 25, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Magnum Opus Holdings LLC (the “Sponsor”), generating gross proceeds of $6,000,000, which is described in Note 4. Transaction costs amounted to $11,470,467, consisting of $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees, and $470,467 of other offering costs. In addition, as of December 31, 2021, cash of $482,651 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes. Following the closing of the Initial Public Offering on March 25, 2021, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the "Investment Company Act"), which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, 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 Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding 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 (initially $10.00 per Public 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). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its 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 irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides 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 Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive (i) redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held by it in connection with a shareholder vote to amend its Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete an initial Business Combination within 24 months from the closing of the Initial Public Offering or with respect to any other material provision relating to shareholders’ rights or pre-initial business combination activity and (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held if the Company fails to complete an initial Business Combination within 24 months from the closing of the Initial Public Offering. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within 24 months from the closing of the Initial Public Offering. The Company will have until March 25, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 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 on the funds held in the Trust Account (less franchise and income taxes payable and 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 public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless 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 in 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 Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to 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 franchise and income 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”). 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, 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. Business Combination Agreement On August 26, 2021, the Company, Integrated Whale Media Investment Inc., a BVI business company incorporated in the British Virgin Islands, in its capacity as a seller (“IWM”), and shareholders’ representative (the “Shareholders’ Representative”), Highlander Management LLC, a limited liability company incorporated in the State of Delaware (“Highlander”, and together with IWM, the “Sellers”), Forbes Global Holdings Inc., a BVI business company incorporated in the British Virgin Islands that is wholly-owned subsidiary of IWM (“FGH”), and Forbes Global Media Holdings, Inc., a BVI business company incorporated in the British Virgin Islands (“Forbes”), entered into a business combination agreement (as it may be amended from time to time, the “Business Combination Agreement”), which provides that the Company will purchase from IWM and Highlander, directly or indirectly, all of the shares of FGH and Forbes, and the outstanding options of Forbes held by each optionholder (the “Optionholders”) (whether vested or unvested) will be cancelled in exchange for a combination of cash and newly issued ordinary shares of the Company, par value $0.0001 per share, valued at $10.00 per share. Following the consummation of the transactions, the Company will directly or indirectly hold 100% of the issued share capital of FGH and Forbes. Subject to the terms of the Business Combination Agreement, the aggregate consideration to be paid to Forbes’s equityholders in connection with the Business Combination is expected to be valued at $620,000,000, subject to adjustments for cash and cash equivalents, indebtedness and net working capital of the target companies relative to a target as of the closing of the Business Combination (the “Closing Consideration”), which will be paid in a combination of cash and newly issued ordinary shares of the Company. The aggregate cash consideration will be an amount equal to the Company’s cash and cash equivalents as of the Closing (including proceeds in connection with the Private Placement (as defined below) and the funds in the Company’s trust account as of the Closing), plus cash and cash equivalents of the target companies, minus unpaid transaction expenses of the Company as of the Closing, minus unpaid transaction expenses of the Company and the target companies as of the Closing, minus unpaid transaction expenses of the Company and the target companies as of the Closing, minus transaction expenses of the Sellers and the target companies, minus $145,000,000. The remainder of the Closing Consideration will be paid in a number of newly issued ordinary shares of the Company valued at $10.00 per share. PIPE Financing Concurrently with the execution of the Agreement, the Company entered into subscription agreements with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to purchase an aggregate of 40,000,000 Class A ordinary shares of the Company in a private placement for $10.00 per share for aggregate gross proceeds of $400,000,000 (the “PIPE Financing”). The proceeds from the PIPE Financing will be used to partially fund the cash consideration to be paid to IWM, Highlander and the optionholders of FGMH at the Closing, with any remainder used to fund working capital of the Company following Closing. Concurrently with the execution of the Amended and Restated Investor Rights Agreement made by and among the Company, Magnum Opus Holdings LLC (the “Sponsor”), IWM, and Binance Capital Management Co., Ltd. (“Binance”), Binance has entered into certain assignment and assumption agreements with the Company and other parties, pursuant to which Binance has agreed to subscribe for 20,000,000 Class A ordinary shares of the Company concurrently with the Closing. Binance’s investment will be through Binance’s assumption of the subscription agreements representing $200,000,000 of the $400,000,000 PIPE Financing. With Binance assuming existing PIPE commitments, the overall size of the PIPE will remain at $400,000,000, and Binance’s investment will be according to substantially the same terms as the existing PIPE investors. Going Concern Consideration As of December 31, 2021, the Company had $482,651 in cash held outside of the Trust Account and working capital deficit of $2,540,226. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company's ability to continue as a going concern for the earlier of the consummation of a Business Combination or one year from this filing. Management plans to address this uncertainty through the Business Combination as discussed above. There is no assurance that the Company's plans to consummate the Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 11 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. 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(s) 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 financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. Investments Held in Trust Account As of December 31, 2021, the Company had $200,010,449 in investments held in the Trust Account. The assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Class A Ordinary Shares Subject to Possible Redemption All of the 20,000,000 shares of Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification ("ASC") 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 200,000,000 Less: Proceeds allocated to Public Warrants (14,800,000) Issuance costs allocated to Class A ordinary shares (10,603,116) Plus: Accretion of carrying value to redemption value 25,403,116 Class A ordinary shares subject to possible redemption $ 200,000,000 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Public Warrants was estimated using a Monte Carlo simulation approach and the fair value of the Private Warrants was estimated using a Modified Black-Scholes model (see Note 9). Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statement. Since the Company was incorporated on January 22, 2021, the evaluation was performed for the upcoming 2021 tax year which will be the only period subject to examination. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There are no taxes in the Cayman Islands and accordingly income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. Net Loss Per Ordinary Share Net loss per common share is computed by dividing net loss by the weighted-average number of shares of ordinary shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, Class A and Class B ordinary shares are presented as one class of shares in calculating net loss per share. As a result, the calculated net loss per share is the same for Class A and Class B shares of ordinary shares. At December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the period from January 22, 2021 (inception) through December 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (531,392) $ (160,269) Denominator: Basic and diluted weighted average shares outstanding 16,384,840 4,941,691 Basic and diluted net loss per share of ordinary share $ (0.03) $ (0.03) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for cash, prepaid expenses, due to related parties, accounts payable and accrued expenses, and accrued offering costs approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. 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 statement. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 11 Months Ended |
Dec. 31, 2021 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A Ordinary Share at an exercise price of $11.50 per whole share (see Note 7). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 11 Months Ended |
Dec. 31, 2021 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($6,000,000 in the aggregate). Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 11 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 26, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 5,750,000 Class B ordinary shares (the “Founder Shares”). The Founder Shares include an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). On May 11, 2021, 750,000 Class B ordinary shares were forfeited by the Sponsor. The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) one year after the completion of a Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after an initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if (1) the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial Business Combination or (2) if the Company consummates a transaction after an initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Promissory Notes—Related Party On January 26, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and is payable on the earlier of (i) December 31, 2021 or (ii) the completion of the Initial Public Offering. The Company did not borrow any amount under the Promissory Note. Administrative Support Agreement The Company entered into an agreement, commencing on March 22, 2021, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services. Upon the completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from January 22, 2021 (inception) through December 31, 2021, the Company incurred $100,000 in fees for these services. As of December 31, 2021, $10,000 related to this agreement is recorded in accrued expenses on the condensed balance sheet. 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 directors and officers 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. 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. 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. Up to $2,000,000 of such loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. |
COMMITMENTS
COMMITMENTS | 11 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on March 23, 2021, 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 issued upon conversion of the Working Capital Loans) will have registration and shareholder rights to require the Company to register a sale of any of its securities held by them pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are 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 an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. In May 2021, the underwriters’ over-allotment option expired. The underwriter was paid a cash underwriting discount of $0.20 per Unit, or $4,000,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $7,000,000 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. |
WARRANTS
WARRANTS | 11 Months Ended |
Dec. 31, 2021 | |
WARRANTS | |
WARRANTS | NOTE 7. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary shares upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of an initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of an initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which before the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of 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 period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 . ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares determined by the redemption date and the fair market value of the Company’s Class A ordinary shares; and ● if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like), for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The value of the Company’s Class A ordinary shares shall mean the volume weighted average price of the Company’s 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. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. 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 addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s initial shareholders or their affiliates, without taking into account any Founder Shares held by the Company’s initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 10-trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the “Market Value”) of the Company’s Class A ordinary shares is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. At December 31, 2021, there were 10,000,000 Public Warrants and 6,000,000 Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
SHAREHOLDERS DEFICIT
SHAREHOLDERS DEFICIT | 11 Months Ended |
Dec. 31, 2021 | |
SHAREHOLDERS' DEFICIT | |
SHAREHOLDERS' DEFICIT | NOTE 8. SHAREHOLDERS’ DEFICIT Preference shares outstanding Class A ordinary shares Class B ordinary shares outstanding Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. 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 Company’s shareholders except as required by law. However, only holders of Class B ordinary shares will have the right to appoint directors prior to the completion of an initial Business Combination, meaning that holders of Class A ordinary shares will not have the right to appoint any directors until after the completion of an initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of an initial Business Combination on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with an initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares issued and outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including 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 an initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in an initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 11 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Amount at Description Fair Value Level 1 Level 2 Level 3 December 31, 2021 Assets Investments held in Trust Account: Money Market investments $ 200,010,449 $ 200,010,449 $ — $ — Liabilities Warrant liability - Public Warrants $ 10,300,000 $ 10,300,000 $ — $ — Warrant liability- Private Placement Warrants $ 6,240,000 $ — $ — $ 6,240,000 The Company utilizes a Monte Carlo simulation model to value the Public Warrants and a Modified Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liabilities are determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement as of December 31, 2021 after the Public Warrants were separately listed and traded. The following table provides the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants: At March 25, 2021 (Initial Measurement) Stock price $ 9.76 Strike price $ 11.50 Probability of completing a Business Combination 83.0 % Expected life of the option to convert (in years) 6.59 Volatility 4.5% pre-merger / 25.0% post-merger Risk-free rate 1.19 % Fair value of warrants $ 1.48 The following table provides the significant inputs to the Modified Black-Scholes model for the fair value of the Private Placement Warrants: At March 25, 2021 (Initial As of December 31, Measurement) 2021 Stock price $ 9.76 $ 9.92 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 83.0 % * Dividend yield — % — % Remaining term (in years) 6.59 5.25 Volatility 21.3 % 15.1 % Risk-free rate 1.19 % 1.28 % Fair value of warrants $ 1.48 $ 1.04 *The probability of completing a Business Combination is considered within the volatility implied by the traded price of the Public Warrants The following table presents the changes in the fair value of warrants liabilities: Private Warrant Placement Public Liabilities Fair value as of January 22, 2021 (inception) $ — $ — $ — Initial measurement at March 25, 2021 8,880,000 14,800,000 23,680,000 Change in fair value of warrant liabilities (2,640,000) (4,500,000) (7,140,000) Fair value as of December 31, 2021 $ 6,240,000 $ 10,300,000 $ 16,540,000 The following table presents the changes in the fair value of the Company's Level 3 financial instruments that are measured at fair value: Fair value as of January 22, 2021 (inception) $ — Initial measurement at March 25, 2021 23,680,000 Change in fair value (7,140,000) Transfer of Public Warrants to Level 1 measurement (10,300,000) Fair value as of December 31, 2021 $ 6,240,000 The Company recognized a gain in connection with changes in the fair value of warrant liabilities of $7,140,000 within change in fair value of warrant liabilities in the Statement of Operations for the period from January 22, 2021 (inception) through December 31, 2021, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 11 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS On January 10th, 2022, the Company entered into a letter agreement with Credit Suisse USA LLC and JonesTrading Institutional Services LLC (the "Underwriters") in which the deferred discount to be paid to such Underwriters was reduced from $0.350 per Unit to $0.2625 per Unit. The letter agreement resulted in the aggregate amount of the deferred discount to be paid to such Underwriters being reduced from $7,000,000 to $5,250,000. In addition the Company entered into letter agreements with Needham & Company, LLC and Cantor Fitzgerald & Co. (the "Advisors") in which the Advisors shall provide capital markets advisory services on behalf of the Company. On February 10, 2022, in connection with the proposed investment by Binance, the Company, Magnum Opus Holdings LLC, a Cayman Islands limited liability company (“Sponsor”), IWM and Binance entered into an amended and restated investor rights agreement (the “Amended and Restated Investor Rights Agreement”), which amended and replaced the original Investor Rights Agreement dated as of August 26, 2021 in its entirety. Pursuant to the Amended and Restated Investor Rights Agreement, (i) the board of directors of the post-combination company shall be comprised of nine (9) directors at and immediately following the closing of the business combination transaction, of which one individual shall be nominated by the Sponsor, two individuals shall be nominated by IWM, one individual shall be the chief executive officer of the Company, two individuals shall be nominated by Binance and three individuals shall be jointly nominated by unanimous agreement of the Sponsor, IWM and Binance; (ii) the board of directors of the post-combination company shall be divided into three classes of directors, with each class serving for staggered three-year terms; (iii) the Company agrees to undertake certain resale shelf registration obligations in accordance with the Securities Act of 1933, as amended (the “Securities Act”) and certain holders have been granted customary demand and piggyback registration rights; (iv) each party to the Amended and Restated Investor Rights Agreement (including parties to the original Investor Rights Agreement) agrees to a twelve (12)-month lock-up period following the closing of the business combination transaction for the shares and warrants of the Company owned by such party, subject to certain customary exceptions, and (v) the Company shall form a steering committee, including two directors nominated by Binance and any other directors as may be determined by the board of directors from time to time, which will advise and provide insights to the management team of the Company and the board of directors on recent developments in cryptocurrencies and related assets in order to inform the Company’s digital media coverage and product development strategies. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statement. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 11 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
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(s) 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 financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account As of December 31, 2021, the Company had $200,010,449 in investments held in the Trust Account. The assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption All of the 20,000,000 shares of Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification ("ASC") 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 200,000,000 Less: Proceeds allocated to Public Warrants (14,800,000) Issuance costs allocated to Class A ordinary shares (10,603,116) Plus: Accretion of carrying value to redemption value 25,403,116 Class A ordinary shares subject to possible redemption $ 200,000,000 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Public Warrants was estimated using a Monte Carlo simulation approach and the fair value of the Private Warrants was estimated using a Modified Black-Scholes model (see Note 9). |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statement. Since the Company was incorporated on January 22, 2021, the evaluation was performed for the upcoming 2021 tax year which will be the only period subject to examination. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There are no taxes in the Cayman Islands and accordingly income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net loss per common share is computed by dividing net loss by the weighted-average number of shares of ordinary shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, Class A and Class B ordinary shares are presented as one class of shares in calculating net loss per share. As a result, the calculated net loss per share is the same for Class A and Class B shares of ordinary shares. At December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the period from January 22, 2021 (inception) through December 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (531,392) $ (160,269) Denominator: Basic and diluted weighted average shares outstanding 16,384,840 4,941,691 Basic and diluted net loss per share of ordinary share $ (0.03) $ (0.03) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account 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 Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for cash, prepaid expenses, due to related parties, accounts payable and accrued expenses, and accrued offering costs approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. 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 statement. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Class A ordinary shares reflected in the condensed balance sheet | As of December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 200,000,000 Less: Proceeds allocated to Public Warrants (14,800,000) Issuance costs allocated to Class A ordinary shares (10,603,116) Plus: Accretion of carrying value to redemption value 25,403,116 Class A ordinary shares subject to possible redemption $ 200,000,000 |
Reconciliation of Net (Loss) Income per Common Share | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the period from January 22, 2021 (inception) through December 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (531,392) $ (160,269) Denominator: Basic and diluted weighted average shares outstanding 16,384,840 4,941,691 Basic and diluted net loss per share of ordinary share $ (0.03) $ (0.03) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Company's assets that are measured at fair value on a recurring basis | Amount at Description Fair Value Level 1 Level 2 Level 3 December 31, 2021 Assets Investments held in Trust Account: Money Market investments $ 200,010,449 $ 200,010,449 $ — $ — Liabilities Warrant liability - Public Warrants $ 10,300,000 $ 10,300,000 $ — $ — Warrant liability- Private Placement Warrants $ 6,240,000 $ — $ — $ 6,240,000 |
Schedule of significant inputs to the Monte Carlo Simulation for the fair value | At March 25, 2021 (Initial Measurement) Stock price $ 9.76 Strike price $ 11.50 Probability of completing a Business Combination 83.0 % Expected life of the option to convert (in years) 6.59 Volatility 4.5% pre-merger / 25.0% post-merger Risk-free rate 1.19 % Fair value of warrants $ 1.48 |
Schedule of financial assets that are measured at fair value on a recurring basis | At March 25, 2021 (Initial As of December 31, Measurement) 2021 Stock price $ 9.76 $ 9.92 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 83.0 % * Dividend yield — % — % Remaining term (in years) 6.59 5.25 Volatility 21.3 % 15.1 % Risk-free rate 1.19 % 1.28 % Fair value of warrants $ 1.48 $ 1.04 |
Schedule of changes in the fair value of warrant liabilities | Private Warrant Placement Public Liabilities Fair value as of January 22, 2021 (inception) $ — $ — $ — Initial measurement at March 25, 2021 8,880,000 14,800,000 23,680,000 Change in fair value of warrant liabilities (2,640,000) (4,500,000) (7,140,000) Fair value as of December 31, 2021 $ 6,240,000 $ 10,300,000 $ 16,540,000 The following table presents the changes in the fair value of the Company's Level 3 financial instruments that are measured at fair value: Fair value as of January 22, 2021 (inception) $ — Initial measurement at March 25, 2021 23,680,000 Change in fair value (7,140,000) Transfer of Public Warrants to Level 1 measurement (10,300,000) Fair value as of December 31, 2021 $ 6,240,000 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Aug. 26, 2021USD ($)$ / sharesshares | Mar. 25, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |||
Gross proceeds | $ 196,000,000 | ||
Proceeds from sale of private placement warrants | 6,000,000 | ||
Transaction costs | 11,470,467 | ||
Underwriting fees | 4,000,000 | ||
Deferred underwriting fee payable | 7,000,000 | ||
Other offering costs | 470,467 | ||
Cash held outside of Trust Account | 482,651 | ||
Investment of cash into Trust Account | $ 200,000,000 | ||
Condition for future business combination use of proceeds percentage | 80 | ||
Condition For Future Business Combination Threshold Percentage Ownership | 50 | ||
Condition For Future Business Combination Threshold Net Tangible Assets | $ 5,000,001 | ||
Redemption limit percentage without prior consent | 15 | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||
Maximum allowed dissolution expenses | $ 100,000 | ||
Working capital | 2,540,226 | ||
Common shares, shares issued | shares | 40,000,000 | ||
Issue price per share | $ / shares | $ 10 | ||
Gross proceeds from issuance of common stock | $ 400,000,000 | 25,000 | |
Binance's investment gross | 400,000,000 | ||
PIPE financing gross amount | 400,000,000 | ||
Subscription agreements of PIPE financing | 200,000,000 | ||
Class A ordinary shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Transaction costs | $ 10,603,116 | ||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | ||
Common shares, shares issued | shares | 20,000,000 | ||
Class A common stock subject to possible redemption, outstanding (in shares) | shares | 20,000,000 | ||
Class B ordinary shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | ||
Common shares, shares issued | shares | 5,000,000 | ||
Business Combination Agreement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ / shares | $ 10 | ||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | ||
Business Combination Agreement | FGH and Forbes | |||
Subsidiary, Sale of Stock [Line Items] | |||
Percentage of issued share capital held directly or indirectly | 100.00% | ||
Business Combination Agreement | Forbes | |||
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ / shares | $ 10 | ||
Business combination, aggregate consideration to be paid | $ 620,000,000 | ||
Deductible amount from businesses combination aggregate cash consideration | $ 145,000,000 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | shares | 20,000,000 | 20,000,000 | |
Purchase price, per unit | $ / shares | $ 10 | $ 10 | |
Gross proceeds | $ 200,000,000 | ||
Transaction costs | $ 11,470,467 | ||
Underwriting fees | 4,000,000 | ||
Deferred underwriting fee payable | 7,000,000 | ||
Other offering costs | $ 470,467 | ||
Investment of cash into Trust Account | $ 200,000,000 | ||
Initial Public Offering | Class A ordinary shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 6,000,000 | ||
Price of warrant | $ / shares | $ 1 | ||
Proceeds from sale of private placement warrants | $ 6,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 11 Months Ended |
Dec. 31, 2021USD ($)shares | |
Investments held in Trust Account | $ 200,010,449 |
Offering costs | 11,470,467 |
Underwriting fees | 4,000,000 |
Deferred underwriting fees | 7,000,000 |
Other offering costs | 470,467 |
Unrecognized tax benefits | 0 |
Unrecognized tax benefits accrued for interest and penalties | 0 |
Federal depository insurance coverage. | 250,000 |
Public Warrants | |
Offering costs | $ 867,351 |
Class A ordinary shares | |
Class A ordinary shares subject to possible redemption | shares | 20,000,000 |
Offering costs | $ 10,603,116 |
Initial Public Offering | |
Offering costs | 11,470,467 |
Underwriting fees | 4,000,000 |
Deferred underwriting fees | 7,000,000 |
Other offering costs | $ 470,467 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A ordinary shares reflected in the condensed balance sheet (Details) | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Accretion of carrying value to redemption value | $ 25,403,116 |
Class A ordinary shares | |
Gross proceeds | 200,000,000 |
Proceeds allocated to Public Warrants | (14,800,000) |
Issuance costs allocated to Class A ordinary shares | (10,603,116) |
Accretion of carrying value to redemption value | 25,403,116 |
Class A common stock subject to possible redemption | $ 200,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net (Loss) Income per Common Share (Details) | 11 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Class A ordinary shares | |
Net loss | $ | $ (531,392) |
Basic weighted average shares outstanding | shares | 16,384,840 |
Diluted weighted average shares outstanding | shares | 16,384,840 |
Basic net loss per share of ordinary share | $ / shares | $ (0.03) |
Diluted net loss per share of ordinary share | $ / shares | $ 0.10 |
Class B ordinary shares | |
Net loss | $ | $ (160,269) |
Basic weighted average shares outstanding | shares | 4,941,691 |
Diluted weighted average shares outstanding | shares | 4,941,691 |
Basic net loss per share of ordinary share | $ / shares | $ (0.03) |
Diluted net loss per share of ordinary share | $ / shares | $ 0.10 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Mar. 25, 2021 | Dec. 31, 2021 |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 20,000,000 | 20,000,000 |
Purchase price, per unit | $ 10 | $ 10 |
Number of warrants in a unit | 1 | |
Class A ordinary shares | ||
Subsidiary, Sale of Stock [Line Items] | ||
Common shares, par value, (per share) | $ 0.0001 | |
Class A ordinary shares | Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Common shares, par value, (per share) | $ 0.0001 | |
Number of shares in a unit | 1 | |
Number of shares issuable per warrant | 1 | |
Class A ordinary shares | Initial Public Offering | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Exercise price of warrants | $ 11.50 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) | 11 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Subsidiary, Sale of Stock [Line Items] | |
Aggregate purchase price | $ | $ 6,000,000 |
Private Placement | Private Placement Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants to purchase shares issued | shares | 6,000,000 |
Price of warrants | $ / shares | $ 1 |
Aggregate purchase price | $ | $ 6,000,000 |
Number of shares per warrant | shares | 1 |
Exercise price of warrant | $ / shares | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | May 11, 2021shares | Jan. 26, 2021USD ($)D$ / sharesshares | Dec. 31, 2021USD ($) |
Related Party Transaction [Line Items] | |||
Aggregate purchase price | $ | $ 25,000 | ||
Founder Shares | Class B ordinary shares | |||
Related Party Transaction [Line Items] | |||
Shares Surrendered | 750,000 | ||
Founder Shares | Sponsor | Class B ordinary shares | |||
Related Party Transaction [Line Items] | |||
Aggregate purchase price | $ | $ 25,000 | ||
Number of shares issued | 5,750,000 | ||
Share dividend | 750,000 | ||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||
Restrictions on transfer period of time after business combination completion | 1 year | ||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||
Threshold Period After Business Combination In Which Specified Trading Days Within Any Specified Trading Day Period Commences | 150 days | ||
Threshold trading days for transfer, assign or sale of shares or warrant, after the completion of the initial business combination | D | 20 | ||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | Jan. 22, 2021 | Dec. 31, 2021 | Jan. 26, 2021 |
Related Party Transaction [Line Items] | |||
Accrued expenses | $ 10,000 | ||
Promissory Note with Related Party | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||
Administrative Service Agreement | |||
Related Party Transaction [Line Items] | |||
Expenses per month | $ 10,000 | ||
Cease payment | 100,000 | ||
Related Party Loans | |||
Related Party Transaction [Line Items] | |||
Loan conversion agreement warrant | $ 2,000,000 | ||
Related Party Loans | Working capital loans warrant | |||
Related Party Transaction [Line Items] | |||
Price of warrant | $ 1 |
COMMITMENTS (Details)
COMMITMENTS (Details) | 11 Months Ended |
Dec. 31, 2021USD ($)item$ / sharesshares | |
Subsidiary, Sale of Stock [Line Items] | |
Maximum number of demands for registration of securities | item | 3 |
Underwriting cash discount per unit | $ / shares | $ 0.20 |
Underwriter cash discount | $ | $ 4,000,000 |
Deferred fee per unit | $ / shares | $ 0.35 |
Aggregate deferred underwriting fee payable | $ | $ 7,000,000 |
Over-allotment option | |
Subsidiary, Sale of Stock [Line Items] | |
Shares issued to underwriter | shares | 3,000,000 |
Underwriting option period | 45 days |
WARRANTS (Details)
WARRANTS (Details) | 1 Months Ended | 11 Months Ended |
Feb. 28, 2021 | Dec. 31, 2021D$ / sharesshares | |
Class of Warrant or Right [Line Items] | ||
Number of trading days on which fair market value of shares is reported | D | 10 | |
Threshold issue price per share | $ 9.20 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Fair Market Value Per Share | $ 0.361 | |
Threshold trading days for calculating Market Value | 10 days | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | shares | 6,000,000 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Threshold period for filling registration statement after business combination | 15 days | |
Maximum threshold period for registration statement to become effective after business combination | 60 days | |
Public Warrants expiration term | 5 years | |
Public Warrants exercisable term from the closing of the initial public offering | 1 year | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Warrants outstanding | shares | 10,000,000 | |
Public Warrants | Class A ordinary shares | ||
Class of Warrant or Right [Line Items] | ||
Percentage Of Gross Proceeds On Total Equity Proceeds | 60.00% | |
Threshold issue price per share | $ 9.20 | |
Threshold consecutive trading days for redemption of public warrants | D | 10 | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | D | 20 | |
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Redemption period | 30 days | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Adjustment of redemption price of stock based on market value and newly issued price 2 (as a percent) | 180 | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | D | 20 | |
Threshold consecutive trading days for redemption of public warrants | D | 30 |
SHAREHOLDERS DEFICIT - Preferre
SHAREHOLDERS DEFICIT - Preferred Stock Shares (Details) | Dec. 31, 2021$ / sharesshares |
SHAREHOLDERS' DEFICIT | |
Preferred shares, shares authorized | 5,000,000 |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
SHAREHOLDERS DEFICIT - Common S
SHAREHOLDERS DEFICIT - Common Stock Shares (Details) | 11 Months Ended | |
Dec. 31, 2021Vote$ / sharesshares | Aug. 26, 2021shares | |
Class of Stock [Line Items] | ||
Common shares, shares issued (in shares) | 40,000,000 | |
Class A ordinary shares | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 500,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 20,000,000 | |
Common shares, shares outstanding (in shares) | 0 | |
Class A common stock subject to possible redemption, outstanding (in shares) | 20,000,000 | |
Class B ordinary shares | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 50,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 5,000,000 | |
Common shares, shares outstanding (in shares) | 5,000,000 | |
Ratio to be applied to the stock in the conversion | 20 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | Dec. 31, 2021USD ($) |
Assets: | |
Money Market investments | $ 200,010,449 |
Liabilities, Fair Value Disclosure [Abstract] | |
Warrant liabilities | 16,540,000 |
Recurring | |
Assets: | |
Money Market investments | 200,010,449 |
Recurring | Public Warrants | |
Liabilities, Fair Value Disclosure [Abstract] | |
Warrant liabilities | 10,300,000 |
Recurring | Private Placement Warrants | |
Liabilities, Fair Value Disclosure [Abstract] | |
Warrant liabilities | 6,240,000 |
Level 1 | Recurring | |
Assets: | |
Money Market investments | 200,010,449 |
Level 1 | Recurring | Public Warrants | |
Liabilities, Fair Value Disclosure [Abstract] | |
Warrant liabilities | 10,300,000 |
Level 3 | Recurring | Private Placement Warrants | |
Liabilities, Fair Value Disclosure [Abstract] | |
Warrant liabilities | $ 6,240,000 |
FAIR VALUE MEASUREMENTS - Signi
FAIR VALUE MEASUREMENTS - Significant inputs to monte carlo simulation and black scholes model for fair value (Details) | Dec. 31, 2021 | Mar. 25, 2021 |
Public Warrants | Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 9.76 | |
Public Warrants | Strike price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 11.50 | |
Public Warrants | Probability of completing a Business Combination | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 83 | |
Public Warrants | Expected life of the option to convert (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 6.59 | |
Public Warrants | Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 1.19 | |
Public Warrants | Fair value of warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 1.48 | |
Public Warrants | Pre-merger | Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 4.5 | |
Public Warrants | Post-merger | Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 25 | |
Private Placement Warrants | Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 9.92 | 9.76 |
Private Placement Warrants | Strike price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 11.50 | 11.50 |
Private Placement Warrants | Probability of completing a Business Combination | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 83 | |
Private Placement Warrants | Remaining term (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 5.25 | 6.59 |
Private Placement Warrants | Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 15.1 | 21.3 |
Private Placement Warrants | Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 1.28 | 1.19 |
Private Placement Warrants | Fair value of warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 1.04 | 1.48 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair value of warrants liabilities (Details) | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value as of beginning balance | $ 0 |
Initial measurement at March 25, 2021 | 23,680,000 |
Change in fair value of warrant liabilities | (7,140,000) |
Fair value as of ending balance | 16,540,000 |
Change in fair value of warrant liabilities recognized in statement of operations | 7,140,000 |
Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value as of beginning balance | 0 |
Initial measurement at March 25, 2021 | 23,680,000 |
Change in fair value of warrant liabilities | 7,140,000 |
Fair value as of ending balance | 6,240,000 |
Private Placement Warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value as of beginning balance | 0 |
Initial measurement at March 25, 2021 | 8,880,000 |
Change in fair value of warrant liabilities | (2,640,000) |
Fair value as of ending balance | 6,240,000 |
Public Warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value as of beginning balance | 0 |
Initial measurement at March 25, 2021 | 14,800,000 |
Change in fair value of warrant liabilities | (4,500,000) |
Fair value as of ending balance | 10,300,000 |
Public Warrants | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Transfer of Public Warrants to Level 1 measurement | $ (10,300,000) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Jan. 10, 2022 | Jan. 09, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||
Deferred fee per unit | $ 0.35 | ||
Deferred underwriting fee payable | $ 7,000,000 | ||
Underwriting agreement | Subsequent event | |||
Subsequent Event [Line Items] | |||
Deferred fee per unit | $ 0.2625 | $ 0.350 | |
Deferred underwriting fee payable | $ 5,250,000 | $ 7,000,000 |