Document And Entity Information
Document And Entity Information - USD ($) | 11 Months Ended | |
Dec. 31, 2021 | Mar. 25, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | SOAR Technology Acquisition Corp. | |
Trading Symbol | FLYA | |
Document Type | 10-K | |
Current Fiscal Year End Date | --12-31 | |
Entity Public Float | $ 232,530,000 | |
Amendment Flag | false | |
Entity Central Index Key | 0001844650 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
ICFR Auditor Attestation Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40811 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1580216 | |
Entity Address, Address Line One | 228 Park Avenue S PMB 74335 | |
Entity Address, City or Town | New York, | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10003-1502 | |
City Area Code | (212) | |
Local Phone Number | 503-2850 | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Entity Interactive Data Current | Yes | |
Auditor Firm ID | 688 | |
Auditor Name | Marcum LLP | |
Auditor Location | Los Angeles, CA | |
Class A Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Class B Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 7,666,667 |
Balance Sheet
Balance Sheet | Dec. 31, 2021USD ($) |
Current assets | |
Cash | $ 1,486,972 |
Prepaid expenses | 353,541 |
Total Current Assets | 1,840,513 |
Other noncurrent assets | 233,482 |
Investments held in Trust Account | 236,903,949 |
TOTAL ASSETS | 238,977,944 |
Current liabilities | |
Accrued expenses | 71,214 |
Accrued offering costs | 1,098 |
Total Current Liabilities | 72,312 |
Deferred underwriting fee payable | 8,050,000 |
Warrant liabilities | 10,189,334 |
Total Liabilities | 18,311,646 |
Commitments and Contingencies | |
Class A ordinary shares subject to possible redemption, $0.0001 par value; 500,000,000 shares authorized; 23,000,000 shares at redemption value | 236,903,949 |
Shareholders’ Deficit | |
Preference shares, each having a par or nominal value of $0.0001; 5,000,000 shares authorized; none issued and outstanding | |
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, no shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption) | |
Class B ordinary shares, each having a par or nominal value of approximately $0.00009; 53,333,345.5 shares authorized; 7,666,667 shares issued and outstanding | 690 |
Accumulated deficit | (16,238,341) |
Total Shareholders’ Deficit | (16,237,651) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ 238,977,944 |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2021$ / sharesshares |
Ordinary shares subject to possible redemption, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares subject to possible redemption, shares authorized | 500,000,000 |
Ordinary shares subject to possible redemption, shares at redemption value | 23,000,000 |
Preferred stock par or stated value per share (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 |
Preferred stock shares outstanding | |
Preferred stock shares issued | |
Class A Ordinary Shares | |
Ordinary shares subject to possible redemption, shares at redemption value | 23,000,000 |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, authorized | 500,000,000 |
Ordinary shares, issued | |
Ordinary shares, outstanding | |
Class B Ordinary Shares | |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.00009 |
Ordinary shares, authorized | 53,333,345.5 |
Ordinary shares, issued | 7,666,667 |
Ordinary shares, outstanding | 7,666,667 |
Statement of Operations
Statement of Operations | 11 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
Formation and operational costs | $ 260,378 |
Loss from operations | (260,378) |
Other income (expense): | |
Transaction costs allocated to warrants associated with the Initial Public Offering | (373,194) |
Change in fair value of warrant liabilities | 3,595,333 |
Interest earned on investments held in Trust Account | 3,949 |
Other income, net | 3,226,088 |
Net income | $ 2,965,710 |
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption (in Shares) | shares | 7,029,674 |
Basic and diluted net income per share, Class A ordinary shares subject to redemption (in Dollars per share) | $ / shares | $ 0.21 |
Basic and diluted weighted average shares outstanding, Class B ordinary shares (in Shares) | shares | 6,972,305 |
Basic and diluted net income per share, Class B ordinary shares (in Dollars per share) | $ / shares | $ 0.21 |
Statement of Changes in Shareho
Statement of Changes in Shareholders’ Deficit - 11 months ended Dec. 31, 2021 - USD ($) | Class AOrdinary Shares | Class BOrdinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Jan. 28, 2021 | |||||
Balance (in Shares) at Jan. 28, 2021 | |||||
Issuance of Class B ordinary shares to Sponsor | $ 690 | 24,310 | 25,000 | ||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 7,666,667 | ||||
Sale of Private Placement Warrants | 6,742,595 | 6,742,595 | |||
Remeasurement of Class A ordinary shares to redemption value | (6,766,905) | (19,204,051) | (25,970,956) | ||
Net income | 2,965,710 | 2,965,710 | |||
Balance at Dec. 31, 2021 | $ 690 | $ (16,238,341) | $ (16,237,651) | ||
Balance (in Shares) at Dec. 31, 2021 | 7,666,667 |
Statement of Cash Flows
Statement of Cash Flows | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 2,965,710 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Formation cost paid by Sponsor in exchange for issuance of Founder Shares | 5,000 |
Interest earned on investments held in the Trust Account | (3,949) |
Transaction costs allocated to warrants associated with the Initial Public Offering | 373,194 |
Change in the fair value of warrant liability | (3,595,333) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (353,541) |
Other noncurrent assets | (233,482) |
Accrued expenses | 71,214 |
Net cash used in operating activities | (771,187) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (236,900,000) |
Net cash used in investing activities | (236,900,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 225,400,000 |
Proceeds from sale of Private Placement Warrants | 14,500,000 |
Proceeds from promissory note – related party | 132,446 |
Repayment of promissory note – related party | (132,446) |
Payment of offering costs | (741,841) |
Net cash provided by financing activities | 239,158,159 |
Net Change in Cash | 1,486,972 |
Cash – Beginning | |
Cash – Ending | 1,486,972 |
Non-Cash Investing and Financing Activities: | |
Initial classification of warrant liability | 13,784,667 |
Initial value of Class A ordinary shares subject to possible redemption | 236,900,000 |
Offering costs paid directly by Sponsor in exchange for issuance of Founder Shares | 20,000 |
Offering costs included in accrued offering costs | 1,098 |
Deferred underwriting fee payable | 8,050,000 |
Remeasurement of Class A ordinary shares to redemption value | $ 25,970,956 |
Description of Organization and
Description of Organization and Business Operations | 11 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS SOAR Technology Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 29, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from January 29, 2021 (inception) through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Registration Statement on Form S-1, as amended (File No. 333-253273) (the “Registration Statement”) for the Company’s Initial Public Offering was declared effective on September 15, 2021. On September 20, 2021, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units at $10.00 per Unit, generating gross proceeds of $230,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,666,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to SOAR Technology Sponsor, LP (the “Sponsor”), generating gross proceeds of $14,500,000, which is described in Note 4. Transaction costs amounted to $13,412,940, consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $762,940 of other offering costs. Following the closing of the Initial Public Offering on September 20, 2021, an amount of $236,900,000 ($10.30 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”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule2a-7of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully complete a Business Combination. The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.30 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the Company’s prospectus relating to its Initial Public Offering filed with the Securities and Exchange Commission (the “SEC”) on September 17, 2021. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights in connection with a Business Combination with respect to the Company’s warrants. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution or such other vote as required by law or stock exchange rule. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote 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, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. Each initial shareholder has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until December 20, 2022 (or up to June 20, 2023, if applicable) to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. 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. Each initial shareholder has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.30 per unit. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.30 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.30 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of December 31, 2021, the Company had approximately $1,486,972 in its operating bank account and working capital of $1,768,201. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors, may provide the Company with Working Capital Loans (as defined below) (see Note 5). The Company may raise additional capital through loans or additional investments from the Sponsors or its stockholders, officers, directors or third parties. The Company’s officers and directors and the Sponsors may but are not obligated to, loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient working capital and borrowing capacity from the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors, to meet its needs through the earlier of the consummation of a Business Combination or at least one year from the date that the financial statements were issued. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 20, 2022 (or up to June 20, 2023, if applicable) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 20, 2022 (or June 20, 2023, if applicable). Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 11 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in 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, as amended (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, 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 statements 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 financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Investments Held in Trust Account At December 31, 2021, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account will be included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. 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. At December 31, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants $ (6,003,000 ) Class A ordinary shares issuance costs (13,064,007 ) Plus: Remeasurement of carrying value to redemption value $ 25,970,956 Class A ordinary shares subject to possible redemption $ 236,903,949 Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and the Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Public Warrants for periods where no observable traded price was available were valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price is used as the fair value as of each relevant date. The Private Placement Warrants are valued using a Black Scholes simulation. Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to shareholders’ deficit upon the completion of the Initial Public Offering. Offering costs amounted to $13,412,940, of which $13,039,746 were charged to shareholders’ deficit upon the completion of the Initial Public Offering and $373,194 were expensed to the statement of operations. 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 Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Net Income Per Ordinary Share The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. We have two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income is shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted net income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 17,333,334 Class A ordinary shares in the aggregate. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the income of the Company. For the Period from Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 1,488,931 $ 1,476,779 Denominator: Basic and diluted weighted average shares outstanding 7,029,674 6,972,305 Basic and diluted net income per ordinary share $ 0.21 $ 0.21 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Derivative Financial Instruments The Company evaluates its financial instrument to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and revalued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 15 months of the balance sheet date. 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative 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. ASU2020-06is for fiscal years beginning after December 15, 2021 and should be applied on a full or modified retrospective basis. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 effective January 29, 2021. The adoption of ASU 2020-06 did not have a material impact on the Company’s financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 11 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering Disclosure [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which includes a full exercise by the underwriters of their overallotment option in the amount of 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share. |
Private Placement
Private Placement | 11 Months Ended |
Dec. 31, 2021 | |
Private Placement Disclosure [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,666,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $14,500,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). A portion of the proceeds from 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 [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 5, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration of 7,187,500 Class B ordinary shares (the “Founder Shares”). On February 18, 2021, the Sponsor transferred 25,000 Founder Shares to each of Martha Tredgett and Greg Greeley, in each case for consideration of $87, resulting in the Sponsor holding 7,137,500 Founder Shares. On August 31, 2021, the Company effected a split of the outstanding Class B ordinary shares, resulting in the Sponsor holding 7,613,335 Founder Shares and Martha Tredgett and Greg Greeley each holding 26,666 Founder Shares (see Note 7). All share and per-share amounts were retroactively restated to reflect the share split. As a result of the underwriters’ election to fully exercise their over-allotment option at the Initial Public Offering, a total of 1,000,000 Founder Shares are no longer subject to forfeiture. Each initial shareholder has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any30-tradingday period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Promissory Note — Related Party On February 5, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 and the completion of the Initial Public Offering. The Promissory Note was repaid in full on October 22, 2021. As of December 31, 2021, there was $0 outstanding under the Promissory Note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be converted into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans. The Company will have 15 months from the closing of the Initial Public Offering to complete a Business Combination (or up to 21 months if it extends the period of time to consummate a Business Combination in accordance with the terms described below). If the Company anticipates that it may not be able to consummate a Business Combination within 15 months, it may, but is not obligated to, extend the period of time to consummate a Business Combination two times by an additional three months each time (for a total of up to 21 months to complete a Business Combination); provided that the Sponsor (or its designees) must deposit into the trust account funds equal to an aggregate of $2,300,000 or $0.10 per Public Share, on or prior to the date of the applicable deadline for each of the available three month extensions, providing a total possible business combination period of 21 months at a total payment value of $4,600,000, in exchange for a non-interest bearing, unsecured promissory note (an “Extension Loan”). Any such Extension Loan may be converted into Private Placement Warrants, at a price of $1.50 per warrant at the option of the lender. |
Commitments and Contingencies
Commitments and Contingencies | 11 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholders Rights Pursuant to a registration rights agreement entered into on September 15, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement. 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 a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Shareholders_ Deficit
Shareholders’ Deficit | 11 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares Class B Ordinary Shares Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. In connection with a Business Combination, the Company may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other governance arrangements that differ from those in effect upon completion of the Initial Public Offering. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 25% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller of an interest in the target to the Company in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Warrant Liabilities
Warrant Liabilities | 11 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANT LIABILITIES | NOTE 8. WARRANT LIABILITIES Warrants— 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 share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the Registration Statement or a new registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the closing of a Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the expiration or redemption 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 a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the 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 elects to do so, the Company will not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants and, in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the Class A ordinary shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the closing price of the Class A ordinary shares equal or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption of the warrant holders. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or holders of the Class B ordinary shares or their respective affiliates, without taking into account any Founder Shares held by the Sponsor, holders of the Class B ordinary shares or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume-weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. As of December 31, 2021, there are 9,666,667 outstanding Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, 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. |
Fair Value Measurements
Fair Value Measurements | 11 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Investments held in Trust Account 1 $ 236,903,949 Liabilities: Warrant liabilities – Public Warrants 1 $ 4,370,000 Warrant liabilities – Private Placement Warrants 3 $ 5,819,334 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statement of operations. The Private Placement Warrants were valued using a Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the ordinary shares. The expected volatility was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrants is used as the fair value as of each relevant date. The following table provides quantitative information regarding Level 3 fair value measurements: September 20, 2021 December 31, Share price $ 10.00 $ 10.11 Exercise price $ 11.50 $ 11.50 Expected term (in years) 6.0 5.71 Volatility 12.6 % 8.6 % Risk-free rate 0.95 % 1.32 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of January 29, 2021 (inception) $ — $ — $ — Initial measurement on September 20, 2021 7,781,667 6,003,000 13,784,667 Change in valuation inputs or other assumptions (1,962,333 ) (1,633,000 ) (3,595,333 ) Transfer to Level 1 on December 31, 2021 — (4,370,000 ) (4,370,000 ) Fair value as of December 31, 2021 $ 5,819,334 $ — $ 5,819,334 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement as of December 31, 2021 was $4,370,000. |
Subsequent Events
Subsequent Events | 11 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 11 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are 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, as amended (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, 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 statements 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 financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. |
Investments Held in Trust Account | Investments Held in Trust Account At December 31, 2021, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account will be included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. 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. At December 31, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants $ (6,003,000 ) Class A ordinary shares issuance costs (13,064,007 ) Plus: Remeasurement of carrying value to redemption value $ 25,970,956 Class A ordinary shares subject to possible redemption $ 236,903,949 |
Warrant Liabilities | Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and the Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Public Warrants for periods where no observable traded price was available were valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price is used as the fair value as of each relevant date. The Private Placement Warrants are valued using a Black Scholes simulation. |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to shareholders’ deficit upon the completion of the Initial Public Offering. Offering costs amounted to $13,412,940, of which $13,039,746 were charged to shareholders’ deficit upon the completion of the Initial Public Offering and $373,194 were expensed to the statement of operations. |
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 Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. We have two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income is shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted net income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 17,333,334 Class A ordinary shares in the aggregate. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the income of the Company. For the Period from Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 1,488,931 $ 1,476,779 Denominator: Basic and diluted weighted average shares outstanding 7,029,674 6,972,305 Basic and diluted net income per ordinary share $ 0.21 $ 0.21 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instrument to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and revalued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 15 months of the balance sheet date. |
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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative 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. ASU2020-06is for fiscal years beginning after December 15, 2021 and should be applied on a full or modified retrospective basis. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 effective January 29, 2021. The adoption of ASU 2020-06 did not have a material impact on the Company’s financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of class A ordinary shares reflected in the balance sheet | Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants $ (6,003,000 ) Class A ordinary shares issuance costs (13,064,007 ) Plus: Remeasurement of carrying value to redemption value $ 25,970,956 Class A ordinary shares subject to possible redemption $ 236,903,949 |
Schedule of earning per share basic and diluted | For the Period from Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 1,488,931 $ 1,476,779 Denominator: Basic and diluted weighted average shares outstanding 7,029,674 6,972,305 Basic and diluted net income per ordinary share $ 0.21 $ 0.21 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Description Level December 31, Assets: Investments held in Trust Account 1 $ 236,903,949 Liabilities: Warrant liabilities – Public Warrants 1 $ 4,370,000 Warrant liabilities – Private Placement Warrants 3 $ 5,819,334 |
Schedule of quantitative information | September 20, 2021 December 31, Share price $ 10.00 $ 10.11 Exercise price $ 11.50 $ 11.50 Expected term (in years) 6.0 5.71 Volatility 12.6 % 8.6 % Risk-free rate 0.95 % 1.32 % Dividend yield 0.0 % 0.0 % |
Schedule of changes in the fair value of Level 3 warrant liabilities | Private Public Warrant Fair value as of January 29, 2021 (inception) $ — $ — $ — Initial measurement on September 20, 2021 7,781,667 6,003,000 13,784,667 Change in valuation inputs or other assumptions (1,962,333 ) (1,633,000 ) (3,595,333 ) Transfer to Level 1 on December 31, 2021 — (4,370,000 ) (4,370,000 ) Fair value as of December 31, 2021 $ 5,819,334 $ — $ 5,819,334 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Sep. 20, 2021 | Dec. 31, 2021 |
Description of Organization and Business Operations (Details) [Line Items] | ||
Transaction costs | $ 13,412,940 | |
Underwriting fee | 4,600,000 | |
Deferred underwriting fee | 8,050,000 | |
Other offering costs | $ 762,940 | |
Fair market value percentage | 80.00% | |
Ownership percentage | 50.00% | |
Share price (in Dollars per share) | $ 10.3 | |
Public Shares percentage | 15.00% | |
Percentage of public shares redemption | 100.00% | |
Business combination description | However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | |
Operating bank account | $ 1,486,972 | |
Working capital amount | 1,768,201 | |
IPO [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Number of shares (in Shares) | 23,000,000 | |
Price per share (in Dollars per share) | $ 10 | |
Gross proceeds | $ 14,500,000 | |
Sale of stock price per share (in Dollars per share) | $ 10.3 | |
Net proceeds account | $ 236,900,000 | |
Over-Allotment Option [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Number of shares (in Shares) | 3,000,000 | |
Private Placement Warrants [Member] | Sponsor [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Number of shares (in Shares) | 9,666,667 | |
Sale of stock price per share (in Dollars per share) | $ 1.5 | |
Class A Ordinary Shares [Member] | IPO [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Gross proceeds | $ 230,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 11 Months Ended |
Dec. 31, 2021USD ($)shares | |
Accounting Policies [Abstract] | |
Offering costs | $ 13,412,940 |
Charged shareholders equity | 13,039,746 |
Offering costs expenses | $ 373,194 |
Warrants purchase amount (in Shares) | shares | 17,333,334 |
Insurance coverage amount | $ 250,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of class A ordinary shares reflected in the balance sheet | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of class A ordinary shares reflected in the balance sheet [Abstract] | |
Gross proceeds | $ 230,000,000 |
Less: | |
Proceeds allocated to Public Warrants | (6,003,000) |
Class A ordinary shares issuance costs | (13,064,007) |
Plus: | |
Remeasurement of carrying value to redemption value | 25,970,956 |
Class A ordinary shares subject to possible redemption | $ 236,903,949 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of earning per share basic and diluted | 11 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Class A [Member] | |
Numerator: | |
Allocation of net income, as adjusted | $ | $ 1,488,931 |
Denominator: | |
Basic and diluted weighted average shares outstanding | shares | 7,029,674 |
Basic and diluted net income per ordinary share | $ / shares | $ 0.21 |
Class B [Member] | |
Numerator: | |
Allocation of net income, as adjusted | $ | $ 1,476,779 |
Denominator: | |
Basic and diluted weighted average shares outstanding | shares | 6,972,305 |
Basic and diluted net income per ordinary share | $ / shares | $ 0.21 |
Initial Public Offering (Detail
Initial Public Offering (Details) - IPO [Member] | 11 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Initial Public Offering (Details) [Line Items] | |
Shares issued | shares | 23,000,000 |
Shares issued to underwriters | shares | 3,000,000 |
Shares issued purchase price, per share | $ / shares | $ 10 |
Common stock conversion basis, description | Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share |
Public Warrants [Member] | |
Initial Public Offering (Details) [Line Items] | |
Warrants exercise price per share | $ / shares | $ 11.5 |
Private Placement (Details)
Private Placement (Details) | 11 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Sponsor purchased an aggregate of shares (in Shares) | shares | 9,666,667 |
Aggregate purchase price (in Dollars) | $ | $ 14,500,000 |
Private Placement Warrants [Member] | |
Private Placement (Details) [Line Items] | |
Price per share | $ 1.5 |
Class A Ordinary Shares [Member] | |
Private Placement (Details) [Line Items] | |
Price per share | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - Sponsor [Member] - USD ($) | Feb. 18, 2021 | Feb. 05, 2021 | Dec. 31, 2021 | Aug. 31, 2021 |
Related Party Transactions (Details) [Line Items] | ||||
Assets held in trust account | $ 2,300,000 | |||
Promissory Note [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Share price | $ 0.1 | |||
Debt instrument conversion price per share | $ 1.5 | |||
Due to related parties | $ 4,600,000 | |||
Working Capital Loan [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Working capital loans convertible into equity warrants | $ 2,000,000 | |||
Debt instrument conversion price per share | $ 1.5 | |||
Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Stock shares issued during the period for services value | $ 25,000 | |||
Stock issued during period shares issued for services | 7,187,500 | |||
Shares held by related parties | 7,137,500 | 7,613,335 | ||
Common stock shares subject to forfeiture | 1,000,000 | |||
Founder Shares [Member] | Promissory Note [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Aggregate principal amount | $ 300,000 | |||
Notes payable, related parties | $ 0 | |||
Founder Shares [Member] | Restriction on Transfer of Sponsor Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Share price | $ 12 | |||
Number of trading days for determining the share price | 20 days | |||
Waiting period after which the share trading days are considered | 150 days | |||
Founder Shares [Member] | Greg Greely [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Stock issued during period shares transferred to related parties | 25,000 | |||
Consideration received from stock issues to related party | $ 87 | |||
Shares held by related parties | 26,666 | |||
Founder Shares [Member] | Martha Tredgett [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Stock issued during period shares transferred to related parties | 25,000 | |||
Consideration received from stock issues to related party | $ 87 | |||
Shares held by related parties | 26,666 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Dec. 31, 2021USD ($)$ / shares |
Commitments and Contingencies Disclosure [Abstract] | |
Deferred price per unit | $ / shares | $ 0.35 |
Deferred aggregate fee | $ | $ 8,050,000 |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) | 11 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Shareholders’ Deficit (Details) [Line Items] | |
Preferred stock, shares authorized | 5,000,000 |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preference shares issued or outstanding, description | At December 31, 2021, there were no preference shares issued or outstanding. |
Shares subject to possible redemption | 23,000,000 |
Percentage of converted basis | 25.00% |
Class A Ordinary Shares [Member] | |
Shareholders’ Deficit (Details) [Line Items] | |
Common stock, shares authorized | 500,000,000 |
Common stock, shares par value (in Dollars per share) | $ / shares | $ 0.0001 |
Voting description | Holders of Class A ordinary shares are entitled to one vote for each share. |
Shares subject to possible redemption | 23,000,000 |
Common stock, shares issued | |
Common stock, shares outstanding | |
Class B Ordinary Shares [Member] | |
Shareholders’ Deficit (Details) [Line Items] | |
Common stock, shares authorized | 53,333,345.5 |
Common stock, shares par value (in Dollars per share) | $ / shares | $ 0.00009 |
Voting description | Holders of the Class B ordinary shares are entitled to one vote for each share |
Common stock, shares issued | 7,666,667 |
Common stock, shares outstanding | 7,666,667 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) | 11 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Warrant Liabilities (Details) [Line Items] | |
Class of warrant or right outstanding (in Shares) | shares | 17,333,334 |
Period to exercise warrants after Business Combination | 30 days |
Expiration period of warrants | 5 years |
Period to file registration statement after initial business combination | 20 days |
Maximum period for registration statement to be effetice | 60 days |
Percentage of warrants exercise price to be adjusted | 115.00% |
Redemption trigger price per share (in Dollars per share) | $ / shares | $ 18 |
Percentage of share redemption price to be adjusted | 180.00% |
Market Value [Member] | |
Warrant Liabilities (Details) [Line Items] | |
Business acquisition, share price (in Dollars per share) | $ / shares | $ 9.2 |
Minimum [Member] | |
Warrant Liabilities (Details) [Line Items] | |
Percentage of gross proceeds from issuance of equity | 60.00% |
Public Warrants [Member] | |
Warrant Liabilities (Details) [Line Items] | |
Class of warrant or right outstanding (in Shares) | shares | 7,666,667 |
Private Placement Warrants [Member] | |
Warrant Liabilities (Details) [Line Items] | |
Class of warrant or right outstanding (in Shares) | shares | 9,666,667 |
Period to exercise warrants after Business Combination | 30 days |
Class A Ordinary Shares [Member] | |
Warrant Liabilities (Details) [Line Items] | |
Period for registration statement to become effective | 60 days |
Warrants description | Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants): ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ●if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. |
Class A Ordinary Shares [Member] | Business Acquisitions [Member] | |
Warrant Liabilities (Details) [Line Items] | |
Business acquisition, share price (in Dollars per share) | $ / shares | $ 9.2 |
Class A Ordinary Shares [Member] | Private Placement [Member] | |
Warrant Liabilities (Details) [Line Items] | |
Warrants description | Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ●in whole and not in part; ●at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; ●if, and only if, the closing price of the Class A ordinary shares equal or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption of the warrant holders. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value measurement | $ 4,370,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value Measurements (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Marketable securities held in Trust Account | $ 236,903,949 |
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | |
Fair Value Measurements (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Warrant liability | 4,370,000 |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value Measurements (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Warrant liability | $ 5,819,334 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of quantitative information - Fair Value, Inputs, Level 3 [Member] - $ / shares | 1 Months Ended | 11 Months Ended |
Sep. 20, 2021 | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Share price (in Dollars per share) | $ 10.11 | |
Exercise price (in Dollars per share) | $ 11.5 | |
Expected term (in years) | 5 years 8 months 15 days | |
Volatility | 8.60% | |
Risk-free rate | 1.32% | |
Dividend yield | 0.00% | |
Initial Measurement [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Share price (in Dollars per share) | $ 10 | |
Exercise price (in Dollars per share) | $ 11.5 | |
Expected term (in years) | 6 years | |
Volatility | 12.60% | |
Risk-free rate | 0.95% | |
Dividend yield | 0.00% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities - Warrant Liabilities [Member] | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of January 29, 2021 (inception) | |
Initial measurement on September 20, 2021 | 13,784,667 |
Change in valuation inputs or other assumptions | (3,595,333) |
Transfer to Level 1 on December 31, 2021 | (4,370,000) |
Fair value as of December 31, 2021 | 5,819,334 |
Private Placement [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of January 29, 2021 (inception) | |
Initial measurement on September 20, 2021 | 7,781,667 |
Change in valuation inputs or other assumptions | (1,962,333) |
Transfer to Level 1 on December 31, 2021 | |
Fair value as of December 31, 2021 | 5,819,334 |
Public [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of January 29, 2021 (inception) | |
Initial measurement on September 20, 2021 | 6,003,000 |
Change in valuation inputs or other assumptions | (1,633,000) |
Transfer to Level 1 on December 31, 2021 | (4,370,000) |
Fair value as of December 31, 2021 |