Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 11 Months Ended | ||
Dec. 31, 2021 | Mar. 04, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 001-40411 | ||
Entity Registrant Name | ARTISAN ACQUISITION CORP. | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 98-1580830 | ||
Entity Address, Address Line One | 71 Fort Street, PO Box 500 | ||
Entity Address, City or Town | Grand Cayman | ||
Entity Address State Or Province | KY | ||
Entity Address, Postal Zip Code | KY1-1106 | ||
City Area Code | 852 | ||
Local Phone Number | 2523 1056 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 0 | ||
Entity Central Index Key | 0001844840 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Transition Report | true | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | Boston, MA | ||
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant | ||
Trading Symbol | ARTAU | ||
Security Exchange Name | NASDAQ | ||
Class A ordinary shares | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A ordinary shares, $0.0001 par value | ||
Trading Symbol | ARTA | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 33,934,235 | ||
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | ||
Trading Symbol | ARTAW | ||
Security Exchange Name | NASDAQ | ||
Class B ordinary shares | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 9,983,558 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2021USD ($) |
Current assets: | |
Cash | $ 102,212 |
Prepaid expenses | 508,275 |
Total current assets | 610,487 |
Prepaid insurance - noncurrent | 187,010 |
Investments held in Trust Account | 339,380,717 |
Total Assets | 340,178,214 |
Current liabilities: | |
Accounts payable | 273,985 |
Accrued professional fees and other expenses | 2,911,796 |
Accrued offering costs | 12,650 |
Accrued expenses - related party | 80,000 |
Total current liabilities | 3,278,431 |
Warrant liabilities | 12,248,790 |
Derivative liability - forward purchase agreement | 484,643 |
Deferred underwriting fee payable | 11,876,982 |
Total Liabilities | 27,888,846 |
Commitments and Contingencies (Note 6) | |
Class A ordinary shares subject to possible redemption, 33,934,235 shares at redemption value | 339,342,350 |
Shareholders' Deficit | |
Preference shares, $0.0001 par value; 3,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 24,001 |
Accumulated deficit | (27,077,982) |
Total Shareholders' Deficit | (27,052,982) |
Total Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders' Deficit | 340,178,214 |
Class B ordinary shares | |
Shareholders' Deficit | |
Ordinary shares | $ 999 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 3,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A ordinary shares | |
Shares subject to possible redemption | 33,934,235 |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 300,000,000 |
Common shares, shares issued | 33,934,235 |
Common shares, shares outstanding | 0 |
Class B ordinary shares | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 30,000,000 |
Common shares, shares issued | 9,983,558 |
Common shares, shares outstanding | 9,983,558 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS | 11 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Professional fees and other expenses | $ 3,943,227 |
Loss from operations | (3,943,227) |
Expensed offering costs | (534,056) |
Unrealized gain on investments held in Trust Account | 34,150 |
Change in fair value of derivative liability - forward purchase agreement | (874,285) |
Change in fair value of warrant liabilities | (2,005,780) |
Dividend income on investments held in Trust Account | 4,217 |
Net loss | (3,307,421) |
Class A ordinary shares | |
Net loss | $ (2,337,177) |
Basic weighted average shares outstanding | shares | 23,119,071 |
Basic net loss per ordinary share | $ / shares | $ (0.10) |
Diluted weighted average shares outstanding | shares | 23,119,071 |
Diluted net loss per ordinary share | $ / shares | $ (0.10) |
Class B ordinary shares | |
Net loss | $ (970,244) |
Basic weighted average shares outstanding | shares | 9,597,539 |
Basic net loss per ordinary share | $ / shares | $ (0.10) |
Diluted weighted average shares outstanding | shares | 9,597,539 |
Diluted net loss per ordinary share | $ / shares | $ (0.10) |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - 11 months ended Dec. 31, 2021 - USD ($) | Ordinary SharesClass A ordinary shares | Ordinary SharesClass B ordinary shares | Additional Paid-in Capital | Accumulated Deficit | Class A ordinary shares | Class B ordinary shares | Total |
Balance at the beginning at Feb. 01, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Balance at the beginning (in shares) at Feb. 01, 2021 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of Class B ordinary shares to Sponsor | $ 1,013 | 23,987 | 25,000 | ||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 10,125,000 | ||||||
Sale of 33,934,235 units in Initial Public Offering, less fair value of public warrants, net of offering costs | $ 3,393 | 311,361,776 | 311,365,169 | ||||
Sale of 33,934,235 units in Initial Public Offering, less fair value of public warrants, net of offering costs (in shares) | 33,934,235 | ||||||
Excess of cash received from Sponsor over fair value of Private Placement Warrants | 3,807,635 | 3,807,635 | |||||
Record fair value of initial derivative asset - forward purchase agreement | 389,642 | 389,642 | |||||
Forfeiture of Class B ordinary shares | $ (14) | 14 | |||||
Forfeiture of Class B ordinary shares (in shares) | (141,441) | ||||||
Forfeiture of Class B ordinary share (in shares) | (1) | ||||||
Reversal of offering costs | 9,343 | 9,343 | |||||
Class A ordinary shares subject to possible redemption | $ (3,393) | (315,528,723) | (23,779,904) | (339,312,020) | |||
Class A ordinary shares subject to possible redemption (in shares) | (33,934,235) | ||||||
Remeasurement of Class A ordinary shares to redemption value | (30,330) | (30,330) | |||||
Net loss | (3,307,421) | $ (2,337,177) | $ (970,244) | (3,307,421) | |||
Balance at the end at Dec. 31, 2021 | $ 999 | $ 24,001 | $ (27,077,982) | $ (27,052,982) | |||
Balance at the end (in shares) at Dec. 31, 2021 | 9,983,558 |
STATEMENT OF CHANGES IN SHARE_2
STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT (Parenthetical) - shares | May 18, 2021 | Dec. 31, 2021 |
Initial Public Offering | ||
Number of units sold | 30,000,000 | 33,934,235 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (3,307,421) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Expensed offering costs | 534,056 |
Unrealized gain on investments held in Trust Account | (34,150) |
Dividend income on investments held in Trust Account | (4,217) |
Change in fair value of forward purchase agreement liability | 874,285 |
Change in fair value of warrant liabilities | (2,005,780) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (695,285) |
Accounts payable | 273,985 |
Accrued professional fees and other expenses | 2,911,796 |
Accrued expenses - related party | 80,000 |
Net cash used in operating activities | (1,372,731) |
Cash Flows from Investing Activities: | |
Investment of cash into Trust Account | (339,342,350) |
Net cash used in investing activities | (339,342,350) |
Cash Flows from Financing Activities: | |
Proceeds from initial public offering, net of underwriter's discount paid | 332,555,503 |
Proceeds from sale of Private Placement Warrants | 8,786,847 |
Proceeds from advance from related party | 124,740 |
Proceeds from promissory note - related party | 1,150 |
Payment of offering costs | (525,057) |
Repayment of advance from related party | (124,740) |
Repayment of promissory note - related party | (1,150) |
Net cash provided by financing activities | 340,817,293 |
Net Change in Cash | 102,212 |
Cash - Beginning of period | 0 |
Cash - End of period | 102,212 |
Supplemental disclosures of non-cash investing and financing activities: | |
Remeasurement of Class A ordinary shares subject to redemption to redemption value | 27,977,181 |
Deferred underwriting fee payable | 11,876,982 |
Initial classification of derivative asset - forward purchase agreement | 389,642 |
Offering costs paid by Sponsor in exchange for Class B ordinary shares | 25,000 |
Offering costs included in accrued offering costs | 12,650 |
Reversal of accrued offering costs | 9,343 |
Forfeiture of Class B ordinary shares | $ 14 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | 11 Months Ended |
Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN Artisan Acquisition Corp. (the “Company” or “Artisan”) is a blank check company incorporated in the Cayman Islands on February 2, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from February 2, 2021 (inception) through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on May 13, 2021. On May 18, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,333,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant in a private placement to Artisan LLC (the “Sponsor”), generating gross proceeds of $8,000,000, which is discussed in Note 4. The Company had granted the underwriters in the Initial Public Offering (the “Underwriters”) a 45-day option to purchase up to 4,500,000 additional Units to cover over-allotments, if any. On May 25, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 3,934,235 Units (the “Over-Allotment Units”), generating gross proceeds of $39,342,350. Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of 524,565 additional Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $786,847. Upon closing of the Initial Public Offering and the sale of the Private Placement Warrants and the Over-Allotment Units, a total of $339,342,350 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the exercise of the over-allotment option and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), 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 maturities 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 Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation 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 consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive (i) redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held by it in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete an initial Business Combination within 24 months from the closing of the Initial Public Offering or with respect to any other material provision relating to shareholders’ rights and (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held if the Company fails to complete an initial Business Combination within 24 months from the closing of the Initial Public Offering. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within 24 months from the closing of the Initial Public Offering. The Company will have until 24 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (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. Business Combination Agreement On September 15, 2021, (i) the Company, (ii) Prenetics Global Limited, a Cayman Islands exempted company (“PubCo”), (iii) AAC Merger Limited, a Cayman Islands exempted company and a direct wholly owned subsidiary of PubCo (“Merger Sub 1”), (iv) PGL Merger Limited, a Cayman Islands exempted company and a direct wholly owned subsidiary of PubCo (“Merger Sub 2,” and together with Merger Sub 1 the “Merger Subs”) and (v) Prenetics Group Limited, a Cayman Islands exempted company (“Prenetics”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “BCA”). The BCA and the transaction contemplated thereby were unanimously approved by the board of directors of each of Artisan and Prenetics. The BCA provides for, among other things, the following transactions: (i) Artisan will merge with and into Merger Sub 1, with Merger Sub 1 being the surviving entity in the merger, and, after giving effect to such merger, continuing as a wholly owned subsidiary of PubCo (the “Initial Merger”), and (ii) following the Initial Merger, Merger Sub 2 will merge with and into Prenetics, with Prenetics being the surviving entity in the merger, and, after giving effect to such merger, continuing as a wholly owned subsidiary of PubCo (the “Acquisition Merger”). The Initial Merger, the Acquisition Merger and the other transactions contemplated by the BCA are hereinafter referred to as the “Business Combination.” The Business Combination is subject to customary closing conditions, including, without limitation, the required approval by Artisan’s shareholders. Subject to, and in accordance with, the terms and conditions of the BCA, in connection with the Initial Merger, (i) every issued and outstanding Class A and Class B ordinary share of Artisan will automatically be cancelled in exchange for one PubCo Class A ordinary share and (ii) each issued and outstanding warrant of Artisan will cease to exist and be assumed by PubCo and converted automatically into a warrant to purchase one PubCo Class A ordinary share on substantially the same terms (the “Warrants”). Subject to, and in accordance with, the terms and conditions of the BCA, in connection with the Acquisition Merger, (i) (a) each issued and outstanding ordinary share and preferred share in Prenetics (other than any shares of Prenetics held by Mr. Danny Yeung) immediately prior to the effective time of the Acquisition Merger will automatically be cancelled in exchange for such number of PubCo Class A ordinary shares that is equal to the Exchange Ratio (as described below and more fully defined in the BCA) and (b) each issued and outstanding ordinary share and preferred share in Prenetics held by Mr. Danny Yeung immediately prior to the effective time of the Acquisition Merger will automatically be cancelled in exchange for such number of PubCo Class B ordinary shares that is equal to the Exchange Ratio; and (ii) (a) each Prenetics restricted share unit (other than any Prenetics restricted share unit held by Mr. Danny Yeung) outstanding immediately prior to the effective time of the Acquisition Merger will automatically be assumed by PubCo and converted into an award of PubCo restricted share units representing the right to receive PubCo Class A Ordinary Shares under the Incentive Equity Plan (as defined below) equal to the product of (x) the number of Prenetics ordinary shares subject to such Prenetics restricted share unit and (y) the Exchange Ratio and (b) each Prenetics restricted share unit held by Mr. Danny Yeung outstanding immediately prior to the effective time of the Acquisition Merger will automatically be assumed by PubCo and converted into an award of PubCo restricted share units representing the right to receive PubCo Class B Ordinary Shares under the Incentive Equity Plan equal to the product of (x) the number of Prenetics ordinary shares subject to such Prenetics restricted share unit and (y) the Exchange Ratio. The “Exchange Ratio” is a number determined by dividing the Price per Share (as described below and more fully defined in the BCA) by $10. “Price per Share” is defined in the BCA as the amount equal to $1,150,000,000 divided by such amount equal to (a) the aggregate number of Prenetics shares (i) that are issued and outstanding immediately prior to the effective time of Acquisition Merger and (ii) that are issuable upon the exercise of all Prenetics restricted share units, options, warrants, convertible notes and other equity securities of Prenetics that are issued and outstanding immediately prior to the effective time of Acquisition Merger minus (b) the Prenetics shares held by Prenetics or any of its subsidiaries (if applicable) as treasury shares. PIPE Financing (Private Placement) Concurrently with the execution of the BCA, certain investors (the “PIPE Investors”) entered into share subscription agreements (each, a “PIPE Subscription Agreement”), pursuant to which the PIPE Investors agreed to subscribe for and purchase PubCo Class A ordinary shares at $10.00 per share for an aggregate purchase price of $60,000,000 (the “PIPE Investment”). Pursuant the PIPE Subscription Agreements, the obligations of the parties to consummate the PIPE Investment are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among others, (i) all conditions precedent under the BCA having been satisfied or waived (other than those to be satisfied at the closing of the Business Combination), (ii) the accuracy of representations and warranties in all material respects and (iii) material compliance with covenants. Forward Purchase Agreements On March 1, 2021, the Company entered into forward purchase agreements (the “Forward Purchase Agreements”) pursuant to which Aspex Master Fund (“Aspex”) and Pacific Alliance Asia Opportunity Fund L.P. (“PAG”) (referred to collectively as the “Anchor Investors”) have subscribed to purchase from the Company 6,000,000 Class A ordinary shares (the “Forward Purchase Shares”), plus an aggregate of 1,500,000 redeemable warrants to purchase one Class A ordinary share at $11.50 each (the “Forward Purchase Warrants”), for an aggregate amount of up to $60,000,000, or $10.00 per Class A ordinary share, in a private placement that will close concurrently with the closing of the Company’s initial Business Combination. Concurrently with the execution of the BCA, the Anchor Investors entered into deeds of novation and amendment (each a “Deed of Novation and Amendment”), pursuant to which the Anchor Investors have agreed to replace their commitments to purchase the Class A ordinary shares and warrants of Artisan under the Forward Purchase Agreements with the commitment to purchase an aggregate of 6,000,000 PubCo Class A ordinary shares plus 1,500,000 redeemable PubCo warrants, for a purchase price of $10.00 per PubCo Class A ordinary share, as applicable, or $60,000,000 in the aggregate, in a private placement to close immediately prior to the closing of the Acquisition Merger. Sponsor Support Agreement Concurrently with the execution of the BCA, the Sponsor, Artisan, PubCo and certain directors and officer of Artisan listed thereto entered into a Sponsor support agreement and deed (the “Sponsor Support Agreement”), pursuant to which the Sponsor has agreed to, among other things, (i) vote all Artisan shares held by Sponsor in favor of the transactions contemplated by the BCA and the other transaction documents and the related transaction proposals, (ii) vote against any proposals that would or would be reasonably likely to in any material respect impede the transactions contemplated by the BCA or any related transaction proposal, (iii) not transfer any share of Artisan until termination of the Sponsor Support Agreement, (iv) waive or not otherwise perfect any anti-dilution or similar protection with respect to any Class B ordinary shares of Artisan, (v) not elect to have any share of Artisan redeemed in connection with the Business Combination, and (vi) release Artisan, PubCo, Prenetics, and their respective subsidiaries from and against any and all actions, obligations, agreements, debts and liabilities whatsoever, whether known or unknown, both at law and in equity, which Artisan or any of its affiliates now has, has ever had or may hereafter have against Artisan, PubCo, Prenetics, and their respective subsidiaries arising on or prior to the closing or on account of or arising out of any matter occurring on or prior to the closing, except for claims with respect to the BCA, the ancillary documents to the BCA, and certain rights to indemnification or fee reimbursement. Each of the Sponsor and the independent directors of Artisan has also agreed, within certain periods of time from the closing of the Business Combination and subject to certain exceptions, not to sell, transfer, tender, grant, pledge, assign or otherwise dispose of (including by gift, tender or exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer the economic interest in any of the PubCo Class A ordinary shares and PubCo Warrants (as applicable) acquired in connection with the Initial Merger and PubCo Class A ordinary shares received upon the exercise of any PubCo warrants (as applicable). Registration Rights Agreement Concurrently with the execution of the BCA, Artisan, PubCo, the Sponsor and certain securityholders of Prenetics (the “Prenetics Holders”) entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, PubCo agreed to undertake certain resale shelf registration obligations in accordance with the U.S. Securities Act of 1933, as amended (the “Securities Act”) and the Sponsor and the Prenetics Holders have been granted customary demand and piggyback registration rights. Shareholder Support Agreements Concurrently with the execution of the BCA, Artisan, PubCo, Prenetics and certain shareholders of Prenetics entered into shareholder support agreements and deeds (the “Shareholder Support Agreements”), pursuant to which each such shareholder of Prenetics has agreed to, among other things, (i) vote all Prenetics shares held by such shareholder in favor of the transactions contemplated by the BCA and the other transaction documents, (ii) vote against any proposals that would or would be reasonably likely to in any material respect impede the transactions contemplated by the BCA, (iii) not transfer any share of Prenetics until termination of the Shareholder Support Agreement, and (iv) within certain periods of time from the closing of the Business Combination and subject to certain exceptions, not sell, transfer, tender, grant, pledge, assign or otherwise dispose of (including by gift, tender or exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer the economic interest in any of the shares of PubCo issued in connection with the Acquisition Merger or upon settlement of the restricted share units of PubCo. Assignment, Assumption and Amendment Agreement Concurrently with the execution of the BCA, Artisan, PubCo and Continental Stock Transfer & Trust Company (“Continental”) entered into an amendment (the “Assignment, Assumption and Amendment Agreement”) to that certain warrant agreement, dated May 13, 2021, by and between Artisan and Continental (the “Existing Warrant Agreement”), to be effective upon closing pursuant to which, among other things, Artisan will agree to assign all of its right, title and interest in the Existing Warrant Agreement to PubCo. The foregoing descriptions of the Business Combination Agreement and ancillary agreements are qualified in their entirety by reference to the full text of the agreements, copies of which were filed with the SEC on a Current Report on Form 8-K dated September 15, 2021 and which are incorporated herein by reference. Going Concern Consideration As of December 31, 2021, the Company had $102,212 in cash held outside the Trust Account and a working capital deficit of $2,667,944. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Business Combination as discussed above. There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry 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 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company 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 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial 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 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. Accordingly, the actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. Investments Held in Trust Account At December 31, 2021, the $339,380,717 held in the Trust Account was held in money market funds, which are invested in U.S. Treasury securities. The investments held in the Trust Account are presented at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gains on investments held in trust account on the accompanying statement of operations. The estimated fair value of investments held in the Trust Account are determined using available market information. Class A Ordinary Shares Subject to Possible Redemption All of the 33,934,235 Class A ordinary shares sold as part of the Units in the Initial Public Offering and subsequent partial exercise of the underwriters’ over-allotment option contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 339,342,350 Less: Proceeds allocated to Public Warrants (9,275,358) Issuance costs allocated to Class A ordinary shares (18,701,823) Plus: Remeasurement of Class A ordinary shares subject to possible redemption 27,977,181 Class A ordinary shares subject to possible redemption $ 339,342,350 Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations. The initial fair value of the Public Warrants (as defined in Note 3) was estimated using a Black-Scholes Option Pricing Method - Barrier Option and the fair value of the Private Placement Warrants was estimated using a Modified Black-Scholes Option Pricing Method (see Note 9). Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs Expenses of Offering Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxe ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on February 2, 2021, the evaluation was performed for the upcoming 2021 tax year which will be the only period subject to examination. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. The remeasurement adjustment associated with the redeemable Class A ordinary shares is excluded from net loss per share as the redemption value approximates fair value. Therefore, the earnings per share calculation allocates income and losses shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net loss per share is the same for Class A and Class B ordinary shares. The Company has not considered the effect of the Public Warrants and Private Placement Warrants to purchase an aggregate of 17,169,310 shares in the calculation of diluted net loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from February 2, 2021 (Inception) Through December 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (2,337,177) $ (970,244) Denominator: Basic and diluted weighted average shares outstanding 23,119,071 9,597,539 Basic and diluted net loss per share $ (0.10) $ (0.10) Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes that the Company is not exposed to significant risks on such account. 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) 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021 using the modified retrospective method of transition. The adoption of ASU 2020-06 did not have a material impact on the financial statements for the fiscal year ended December 31, 2021. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 11 Months Ended |
Dec. 31, 2021 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on May 13, 2021. On May 18, 2021, the Company completed its Initial Public Offering of 30,000,000 Units, at $10.00 per Unit, generating gross proceeds of $300,000,000. Each Unit consisted of one Class A ordinary share, $0.0001 par value, and one On May 25, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 3,934,235 Over-Allotment Units, generating gross proceeds of $39,342,350. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 11 Months Ended |
Dec. 31, 2021 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,333,333 warrants at a price of $1.50 per warrant in a private placement (the “Private Placement Warrants”) to the Sponsor, generating gross proceeds of $8,000,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of 524,565 additional Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $786,847. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 11 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 4, 2021, the Sponsor made a capital contribution of an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 8,625,000 Class B ordinary shares (the “Founder Shares”). On March 1, 2021, the Company effected a share capitalization pursuant to which an additional 1,500,000 Founder Shares were issued for no consideration, resulting in there being 10,125,000 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share capitalization. The Founder Shares include an aggregate of up to 1,125,000 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ over-allotment option is not exercised in full, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering plus 6,000,000 Class A ordinary shares to be sold pursuant to the forward purchase agreements (see Note 6). On May 25, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 3,934,235 Units, resulting in the subsequent forfeiture of 141,441 Class B ordinary shares. On September 14, 2021, the Sponsor surrendered 1 Class B ordinary share for no consideration. The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, or sold until the earlier of (i) one year after the completion of a Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after an initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if (1) the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial Business Combination or (2) if the Company consummates a transaction after an initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. In connection with the Forward Purchase Agreements (see Note 1), on March 1, 2021, the Sponsor transferred 375,000 Class B ordinary shares (an aggregate of 750,000 Class B ordinary shares) to each of the Anchor Investors for no cash consideration. The Class B ordinary shares are subject to forfeiture by the Forward Purchase Investors to the extent that the Forward Purchase Investors do not pay any portion of the forward purchase agreement purchase price. The excess of the fair value of the Founder Shares was determined to be an offering cost of a Business Combination in accordance with Staff Accounting Bulletin Topic 5A. The Founders Shares are subject to forfeiture subject to a performance condition (i.e., the Anchor Investors purchasing Forward Purchase Shares and Forward Purchase Warrants upon consummation of a Business Combination). Offering costs related to the Founders Shares are recognized only when the performance condition is probable of occurrence. As of December 31, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no offering costs have been recognized. Offering costs would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified). The offering cost will be allocated to the Forward Purchase Shares and Forward Purchase Warrants based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities will be expensed as incurred in the statement of operations. Offering costs allocated to the Forward Purchase Shares will be charged to shareholders’ equity upon the completion of a Business Combination. On March 8, 2021, the Sponsor sold 25,000 of its Class B ordinary shares of the Company to each of its four independent director nominees (the “Directors”) (or 100,000 Class B ordinary shares in total) for cash consideration of approximately $0.002 per share (the “Purchase Price”). These awards are subject to ASC Topic 718, Compensation – Stock Compensation Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. Promissory Notes — Related Party On February 4, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and was payable on the earlier of September 30, 2021 or the consummation of the Initial Public Offering. On July 26, 2021, the Company repaid the outstanding balance under the Promissory Note of $1,150. On August 16, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Second Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Second Promissory Note is non-interest bearing and payable upon the consummation of a Business Combination. As of December 31, 2021, the Company had not borrowed any amount under the Second Promissory Note. Advance from Related Party As of December 31, 2021, an affiliate of the Sponsor has paid $124,740 to cover certain operating and offering costs on behalf of the Company. On July 26, 2021, the Company repaid the outstanding balance due to the affiliate of the Sponsor. Administrative Services Agreement The Company entered into an agreement, commencing on May 13, 2021, to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative services. Upon the completion of an initial Business Combination or liquidation, the Company will cease paying these monthly fees. Under this agreement, $80,000 of expenses were incurred for the period from February 2, 2021 (inception) through December 31, 2021. As of December 31, 2021, $80,000 related to this agreement is recorded in accrued expenses - related party on the balance sheet. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officer may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. No Working Capital Loans were outstanding as of December 31, 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 11 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on May 13, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans) have registration and shareholder rights to require the Company to register a sale of any of its securities held by them. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement In connection with the Initial Public Offering, the Underwriters were granted a 45-day option from the date of the prospectus to purchase up to 4,500,000 additional Units to cover over-allotments. On May 25, 2021, the Underwriters partially exercised the over-allotment option to purchase an additional 3,934,235 Units at an offering price of $10.00 per Unit, generating additional gross proceeds of $39,342,350 to the Company. The Underwriters were paid a cash underwriting discount of $0.20 per Unit, or $6,786,847 in the aggregate upon the closing of the Initial Public Offering and the partial exercise of the over-allotment option. In addition, the Underwriters will be entitled to a deferred fee of $0.35 per Unit, or $11,876,982 in the aggregate. Subject to the terms of the underwriting agreement, (i) the deferred fee will be placed in the Trust Account and released to the Underwriters only upon the completion of a Business Combination and (ii) the deferred fee will be waived by the Underwriters in the event that the Company does not complete a Business Combination. Placement and Advisory Fees On July 17, 2021, the Company entered into an agreement (which was amended on October 7, 2021) with certain investment banks (the "PIPE Placement Agents") to assist in raising the funds in the PIPE financing (see Note 1). The agreement calls for the PIPE Placement Agents to receive a contingent fee equal to 1.5% (or $900,000) of the gross proceeds received by the Company from the PIPE Financing. On July 20, 2021, the Company entered into an engagement letter with an investment bank (the "M&A Advisor") for advisory services such as analyzing, structuring, negotiating, and effecting the Business Combination, pursuant to which the Company will pay the M&A Advisor a fee of $3,000,000 contingent upon the consummation of the Business Combination. On November 8, 2021, the Company entered into an agreement with certain investment banks (the "FPA Placement Agents") pursuant to which the FPA Placement Agents will receive a contingent fee equal to 3.5% (or $2,100,000) of the gross proceeds received by the Company from the Forward Purchase Agreements (see Note 1) for services in connection with raising the funds to be received pursuant to the Forward Purchase Agreements. |
WARRANTS
WARRANTS | 11 Months Ended |
Dec. 31, 2021 | |
WARRANTS | |
WARRANTS | NOTE 7. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below 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 an initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 . ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ' prior written notice of redemption to each warrant holder; and ● if, and only if, the reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub divisions, share capitalizations, reorganizations, recapitalizations and the like) 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. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 . ● in whole and not in part; ● at a price of $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 by the redemption date and the fair market value of the Company’s Class A ordinary shares; ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted for share sub divisions, share capitalizations, reorganizations, recapitalizations and the like), 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; and ● if the closing price of the Class A ordinary shares for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for share sub divisions, share capitalizations, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. The value of the Company’s Class A ordinary shares shall mean the volume weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In addition, if (i) the Company issues additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (iii) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the “Market Value”) 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, the $18.00 per share redemption trigger price described above under “—Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “—Redemption of warrants when the price per Class A ordinary shares equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “—Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon 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 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. As of December 31, 2021, there were 11,311,412 Public Warrants and 5,857,898 Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to their fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 11 Months Ended |
Dec. 31, 2021 | |
SHAREHOLDERS' EQUITY | |
SHAREHOLDERS' EQUITY | NOTE 8. SHAREHOLDERS’ DEFICIT Preference shares outstanding Class A ordinary shares outstanding Class B ordinary shares issued Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Prior to an initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of an initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the Initial Public Offering, 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 the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial 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. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 11 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Amount at Description Fair Value Level 1 Level 2 Level 3 December 31, 2021 Assets Investments held in Trust Account $ 339,380,717 $ 339,380,717 $ — $ — Liabilities Derivative liability - forward purchase agreement $ 484,643 $ — $ — $ 484,643 Warrant liability – Public Warrants $ 8,031,103 $ 8,031,103 $ — $ — Warrant liability – Private Placement Warrants 4,217,687 — 4,217,687 — Total warrant liabilities $ 12,248,790 $ 8,031,103 $ 4,217,687 $ — The Company utilized a Black-Scholes Option Pricing Method - Barrier Option for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker ARTAW. The quoted price of the Public Warrants was $0.71 per warrant as of December 31, 2021. The Company utilizes a Modified Black-Scholes Option Pricing Method to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The expected volatility as of the date of the Initial Public Offering and as of June 30, 2021 was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. As of December 31, 2021 the Private Placement Warrants are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. The estimated fair value of the derivative liability for the forward purchase agreement is determined based on the value of the ordinary shares and warrants as compared to the purchase price adjusted for the probability of a Business Combination. As of December 31, 2021, the derivative liability for the forward purchase agreement is classified as Level 3 due to the use of unobservable inputs. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement as of December 31, 2021 after the Public Warrants were separately listed and traded. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement as of December 31, 2021 due to the use of an observable market quote for a similar asset in an active market. The following table provides the significant inputs to the Black-Scholes Option Pricing Method - Barrier Option for the fair value of the Public Warrants: As of May 18, 2021 (Initial Measurement) Public Unit price $ 10.00 Years to maturity 5.00 Redemption trigger price $ 18.00 Exercise price $ 11.50 Risk-free rate 0.84 % Dividend yield 0.00 % Volatility 15.00 % Fair value of warrants $ 0.82 The following table provides the significant inputs to the Modified Black-Scholes Option Pricing Method for the fair value of the Private Placement Warrants: As of May 18, 2021 (Initial Measurement) Share price $ 9.78 Exercise price $ 11.50 Years to expiration 5.00 Volatility 15.00 % Risk-free rate 0.84 % Dividend yield 0.00 % Fair value of warrants $ 0.85 The following table provides the significant inputs to the valuation for the forward purchase agreement asset as of May 18, 2021 (initial measurement): As of May 18, 2021 (Initial Measurement) Fair value of unit $ 9.93 Present value of forward purchase agreement unit price $ 10.00 Time to Business Combination (years) 0.68 Risk-free rate 0.05 % Fair value of forward purchase agreement liability (asset) $ (389,642) The following table provides the significant inputs to the valuation for the forward purchase agreement liability as of the December 31, 2021: At December 31, 2021 Fair value of unit $ 10.09 Unit forward price $ 10.00 Time to Business Combination (years) 0.25 Risk-free rate 0.09 % Discount factor 99.98 % Probability of Business Combination 90.00 % Fair value of forward purchase agreement liability (asset) $ 484,643 The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value: Fair value as of February 2, 2021 (inception) $ — Initial measurement as of May 18, 2021 12,343,691 Initial measurement of over-allotment warrants 1,521,237 Transfer of Public Warrants to Level 1 measurement (12,895,010) Transfer of Private Placement Warrants to Level 2 measurement (6,795,162) Change in fair value 6,309,887 Fair value as of December 31, 2021 $ 484,643 The Company recognized losses in connection with changes in the fair value of warrant liabilities of $2,005,780 for the period from February 2, 2021 (inception) through December 31, 2021. The Company recognized losses in connection with changes in the fair value of the derivative liability for the forward purchase agreement of $874,285 within change in fair value of derivative liability - forward purchase agreement in the statement of operations for the period from February 2, 2021 (inception) through December 31, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 11 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
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. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 11 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company 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 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial 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 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. Accordingly, the actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account At December 31, 2021, the $339,380,717 held in the Trust Account was held in money market funds, which are invested in U.S. Treasury securities. The investments held in the Trust Account are presented at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gains on investments held in trust account on the accompanying statement of operations. The estimated fair value of investments held in the Trust Account are determined using available market information. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption All of the 33,934,235 Class A ordinary shares sold as part of the Units in the Initial Public Offering and subsequent partial exercise of the underwriters’ over-allotment option contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 339,342,350 Less: Proceeds allocated to Public Warrants (9,275,358) Issuance costs allocated to Class A ordinary shares (18,701,823) Plus: Remeasurement of Class A ordinary shares subject to possible redemption 27,977,181 Class A ordinary shares subject to possible redemption $ 339,342,350 |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations. The initial fair value of the Public Warrants (as defined in Note 3) was estimated using a Black-Scholes Option Pricing Method - Barrier Option and the fair value of the Private Placement Warrants was estimated using a Modified Black-Scholes Option Pricing Method (see Note 9). |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs Expenses of Offering |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxe ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on February 2, 2021, the evaluation was performed for the upcoming 2021 tax year which will be the only period subject to examination. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. The remeasurement adjustment associated with the redeemable Class A ordinary shares is excluded from net loss per share as the redemption value approximates fair value. Therefore, the earnings per share calculation allocates income and losses shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net loss per share is the same for Class A and Class B ordinary shares. The Company has not considered the effect of the Public Warrants and Private Placement Warrants to purchase an aggregate of 17,169,310 shares in the calculation of diluted net loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from February 2, 2021 (Inception) Through December 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (2,337,177) $ (970,244) Denominator: Basic and diluted weighted average shares outstanding 23,119,071 9,597,539 Basic and diluted net loss per share $ (0.10) $ (0.10) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value. |
Concentration of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes that the Company is not exposed to significant risks on such account. |
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) 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021 using the modified retrospective method of transition. The adoption of ASU 2020-06 did not have a material impact on the financial statements for the fiscal year ended December 31, 2021. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Class A ordinary shares subject to possible redemption | As of December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 339,342,350 Less: Proceeds allocated to Public Warrants (9,275,358) Issuance costs allocated to Class A ordinary shares (18,701,823) Plus: Remeasurement of Class A ordinary shares subject to possible redemption 27,977,181 Class A ordinary shares subject to possible redemption $ 339,342,350 |
Reconciliation of net loss per common share | The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from February 2, 2021 (Inception) Through December 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (2,337,177) $ (970,244) Denominator: Basic and diluted weighted average shares outstanding 23,119,071 9,597,539 Basic and diluted net loss per share $ (0.10) $ (0.10) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |
Schedule of Company's assets that are measured at fair value on a recurring basis | Amount at Description Fair Value Level 1 Level 2 Level 3 December 31, 2021 Assets Investments held in Trust Account $ 339,380,717 $ 339,380,717 $ — $ — Liabilities Derivative liability - forward purchase agreement $ 484,643 $ — $ — $ 484,643 Warrant liability – Public Warrants $ 8,031,103 $ 8,031,103 $ — $ — Warrant liability – Private Placement Warrants 4,217,687 — 4,217,687 — Total warrant liabilities $ 12,248,790 $ 8,031,103 $ 4,217,687 $ — |
Schedule of change in the fair value of the warrant liabilities | Fair value as of February 2, 2021 (inception) $ — Initial measurement as of May 18, 2021 12,343,691 Initial measurement of over-allotment warrants 1,521,237 Transfer of Public Warrants to Level 1 measurement (12,895,010) Transfer of Private Placement Warrants to Level 2 measurement (6,795,162) Change in fair value 6,309,887 Fair value as of December 31, 2021 $ 484,643 |
Public Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | As of May 18, 2021 (Initial Measurement) Public Unit price $ 10.00 Years to maturity 5.00 Redemption trigger price $ 18.00 Exercise price $ 11.50 Risk-free rate 0.84 % Dividend yield 0.00 % Volatility 15.00 % Fair value of warrants $ 0.82 |
Private Placement Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | As of May 18, 2021 (Initial Measurement) Share price $ 9.78 Exercise price $ 11.50 Years to expiration 5.00 Volatility 15.00 % Risk-free rate 0.84 % Dividend yield 0.00 % Fair value of warrants $ 0.85 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (Details) - USD ($) | May 25, 2021 | May 18, 2021 | Dec. 31, 2021 |
Description of organization and business operations and liquidity | |||
Proceeds from sale of warrants | $ 8,786,847 | ||
Payments for investment of cash in Trust Account | $ 339,342,350 | ||
Condition for future business combination use of proceeds percentage | 80.00% | ||
Condition for future business combination threshold Percentage Ownership | 50.00% | ||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | ||
Redemption limit percentage without prior consent | 15 | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||
Months to complete acquisition | 24 months | ||
Redemption period upon closure | 10 days | ||
Maximum allowed dissolution expenses | $ 100,000 | ||
IPO, Private Placement, and Over-Allotment Option | |||
Description of organization and business operations and liquidity | |||
Purchase price, per unit | $ 10 | ||
Payments for investment of cash in Trust Account | $ 339,342,350 | ||
Initial Public Offering | |||
Description of organization and business operations and liquidity | |||
Number of units sold | 30,000,000 | 33,934,235 | |
Purchase price, per unit | $ 10 | $ 10 | |
Proceeds from issuance initial public offering | $ 300,000,000 | ||
Per share price of units | $ 10 | ||
Private Placement | Private Placement Warrants | Sponsor | |||
Description of organization and business operations and liquidity | |||
Number of warrants issued | 524,565 | 5,333,333 | |
Purchase price of warrants in debt conversion transaction | $ 1.50 | $ 1.50 | |
Proceeds from sale of warrants | $ 786,847 | $ 8,000,000 | |
Over-allotment option | |||
Description of organization and business operations and liquidity | |||
Underwriters option term | 45 days | ||
Maximum number of shares which may be purchased in over-allotment option | 4,500,000 | ||
Number of units sold | 3,934,235 | 4,500,000 | |
Proceeds from issuance initial public offering | $ 39,342,350 |
DESCRIPTION OF ORGANIZATION A_3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN - Business Combination Agreement (Details) - Business combination agreement | Sep. 15, 2021USD ($)$ / sharesshares |
Business Combination Agreement | |
Aggregate equity interest | $ | $ 1,150,000,000 |
PubCo | |
Business Combination Agreement | |
Conversion ratio of Class A and Class B shares held by Sponsor into PubCo Class A shares in a business combination | 1 |
Conversion ratio of warrants held by Sponsor into PubCo warrants in a business combination | 1 |
Exchange price per share | $ / shares | $ 10 |
DESCRIPTION OF ORGANIZATION A_4
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN - PIPE Financing (Details) - PIPE Subscription Agreement - USD ($) | Sep. 15, 2021 | Jul. 17, 2021 |
Description of organization and business operations and liquidity | ||
Price per share | $ 10 | |
Aggregate proceeds from sale of stock | $ 60,000,000 | $ 900,000 |
DESCRIPTION OF ORGANIZATION A_5
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN - Forward Purchase Agreements (Details) - Class A ordinary shares - Private Placement | Mar. 01, 2021USD ($)$ / sharesshares |
Forward Purchase Agreements | Anchor Investors | |
Description of organization and business operations and liquidity | |
Number of shares subscribed | 6,000,000 |
Number of redeemable warrants subscribed | 1,500,000 |
Number of shares issuable per warrant | 1 |
Exercise price of warrants | $ / shares | $ 11.50 |
Aggregate value of shares subscription | $ | $ 60,000,000 |
Price per share | $ / shares | $ 10 |
PubCo | Deed of Novation and Amendment | |
Description of organization and business operations and liquidity | |
Number of redeemable warrants subscribed | 1,500,000 |
PubCo | Deed of Novation and Amendment | Anchor Investors | |
Description of organization and business operations and liquidity | |
Number of shares subscribed | 6,000,000 |
Aggregate value of shares subscription | $ | $ 60,000,000 |
Price per share | $ / shares | $ 10 |
DESCRIPTION OF ORGANIZATION A_6
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN - Going concern (Details) | Dec. 31, 2021USD ($) |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | |
Cash held outside the Trust Account | $ 102,212 |
Working capital (deficit) | $ (2,667,944) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 11 Months Ended |
Dec. 31, 2021USD ($)shares | |
Summary of Significant Accounting Policies | |
Cash held outside the Trust Account | $ 102,212 |
Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet | |
Gross proceeds | 339,342,350 |
Less: | |
Proceeds allocated to public warrants | (9,275,358) |
Issuance costs allocated to Class A ordinary shares | (18,701,823) |
Plus: | |
Remeasurement of Class A ordinary shares subject to possible redemption | 27,977,181 |
Class A ordinary shares subject to possible redemption | 339,342,350 |
Offering Costs associated with the Initial Public Offering | |
Expensed offering costs | 534,056 |
Income Taxes | |
Unrecognized tax benefits | 0 |
Unrecognized tax benefits accrued for interest and penalties | $ 0 |
Class A ordinary shares | |
Summary of Significant Accounting Policies | |
Shares subject to possible redemption | shares | 33,934,235 |
Initial Public Offering | |
Offering Costs associated with the Initial Public Offering | |
Offering costs | $ 19,235,879 |
Underwriting fees | 6,786,847 |
Deferred underwriting fees | 11,876,982 |
Other offering costs | 572,050 |
Offering costs recorded as a reduction of temporary equity | 18,701,823 |
Expensed offering costs | 534,056 |
U.S. Treasury Securities | |
Summary of Significant Accounting Policies | |
Cash held outside the Trust Account | $ 339,380,717 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Ordinary Share (Details) | 11 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Numerator: | |
Net loss | $ | $ (3,307,421) |
Class A ordinary shares | |
Numerator: | |
Net loss | $ | $ (2,337,177) |
Denominator: | |
Basic weighted average shares outstanding | 23,119,071 |
Diluted weighted average shares outstanding | 23,119,071 |
Basic net loss per ordinary share | $ / shares | $ (0.10) |
Diluted net loss per ordinary share | $ / shares | $ (0.10) |
Class B ordinary shares | |
Numerator: | |
Net loss | $ | $ (970,244) |
Denominator: | |
Basic weighted average shares outstanding | 9,597,539 |
Diluted weighted average shares outstanding | 9,597,539 |
Basic net loss per ordinary share | $ / shares | $ (0.10) |
Diluted net loss per ordinary share | $ / shares | $ (0.10) |
Warrants | |
Net Loss Per Ordinary Share | |
Shares excluded from calculation of diluted loss per share | 17,169,310 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | May 25, 2021 | May 18, 2021 | Dec. 31, 2021 |
Class A ordinary shares | |||
Initial public offering | |||
Common shares, par value, (per share) | $ 0.0001 | ||
Initial Public Offering | |||
Initial public offering | |||
Number of units sold | 30,000,000 | 33,934,235 | |
Purchase price, per unit | $ 10 | $ 10 | |
Proceeds from issuance initial public offering | $ 300,000,000 | ||
Initial Public Offering | Class A ordinary shares | |||
Initial public offering | |||
Number of shares in a unit | 1 | ||
Common shares, par value, (per share) | $ 0.0001 | ||
Initial Public Offering | Public Warrants | |||
Initial public offering | |||
Number of warrants in a unit | 0.3333 | ||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Over-allotment option | |||
Initial public offering | |||
Number of units sold | 3,934,235 | 4,500,000 | |
Proceeds from issuance initial public offering | $ 39,342,350 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | May 25, 2021 | May 18, 2021 | Dec. 31, 2021 |
Private Placement | |||
Proceeds from sale of warrants | $ 8,786,847 | ||
Private Placement | Private Placement Warrants | Sponsor | |||
Private Placement | |||
Number of warrants issued | 524,565 | 5,333,333 | |
Purchase price of warrants in debt conversion transaction | $ 1.50 | $ 1.50 | |
Proceeds from sale of warrants | $ 786,847 | $ 8,000,000 | |
Private Placement | Private Placement Warrants | Class A ordinary shares | |||
Private Placement | |||
Exercise price of warrant | $ 11.50 | ||
Number of shares issuable per warrant | 1 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Nov. 08, 2021USD ($) | Sep. 14, 2021shares | May 25, 2021shares | Mar. 08, 2021director$ / sharesshares | Mar. 01, 2021USD ($)$ / sharesshares | Feb. 04, 2021USD ($)shares | Dec. 31, 2021D$ / sharesshares |
Over-allotment option | |||||||
Related party transactions | |||||||
Number of units sold | 3,934,235 | 4,500,000 | |||||
Class A ordinary shares | |||||||
Related party transactions | |||||||
Common shares, shares outstanding | 0 | ||||||
Class B ordinary shares | |||||||
Related party transactions | |||||||
Common shares, shares outstanding | 9,983,558 | ||||||
Number of shares forfeited | 141,441 | ||||||
Class B ordinary shares | Over-allotment option | |||||||
Related party transactions | |||||||
Number of units sold | 3,934,235 | ||||||
Sponsor | Class B ordinary shares | |||||||
Related party transactions | |||||||
Number of shares surrendered for no consideration | 1 | ||||||
Anchor Investors | Class B ordinary shares | |||||||
Related party transactions | |||||||
Aggregate proceeds from sale of stock | $ | $ 0 | ||||||
Number of shares transferred to each investor by Sponsor | 375,000 | ||||||
Aggregate number of shares transferred by Sponsor | 750,000 | ||||||
Founder Shares | Sponsor | |||||||
Related party transactions | |||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||||
Founder Shares | Sponsor | Class B ordinary shares | |||||||
Related party transactions | |||||||
Aggregate proceeds from sale of stock | $ | $ 0 | $ 25,000 | |||||
Number of shares issued | 8,625,000 | ||||||
Share capitalization, shares issued | 1,500,000 | ||||||
Common shares, shares outstanding | 10,125,000 | ||||||
Number of shares subject to forfeiture | 1,125,000 | ||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | 20.00% | |||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||||
Sponsor Sale of Shares to Directors | Director | Class B ordinary shares | |||||||
Related party transactions | |||||||
Number of shares transferred to each investor by Sponsor | 25,000 | ||||||
Number of directors | director | 4 | ||||||
Aggregate number of shares transferred by Sponsor | 100,000 | ||||||
Price per share | $ / shares | $ 0.002 | ||||||
Forward Purchase Agreements | |||||||
Related party transactions | |||||||
Aggregate proceeds from sale of stock | $ | $ 2,100,000 | ||||||
Forward Purchase Agreements | Anchor Investors | Class A ordinary shares | Private Placement | |||||||
Related party transactions | |||||||
Number of shares subscribed | 6,000,000 | ||||||
Price per share | $ / shares | $ 10 |
RELATED PARTY TRANSACTIONS - Ot
RELATED PARTY TRANSACTIONS - Other disclosures (Details) - USD ($) | Jul. 26, 2021 | May 13, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Aug. 16, 2021 | Feb. 04, 2021 |
Related party transactions | ||||||||
Repayment of promissory note - related party | $ 1,150 | |||||||
Aggregate expenses incurred | 80,000 | |||||||
Accrued expenses - related party | $ 80,000 | 80,000 | ||||||
Affiliate of Sponsor | ||||||||
Related party transactions | ||||||||
Reimbursement payments made to affiliate | 124,740 | |||||||
Promissory Note | ||||||||
Related party transactions | ||||||||
Maximum borrowing capacity | $ 300,000 | |||||||
Repayment of promissory note - related party | $ 1,150 | |||||||
Second Promissory Note | ||||||||
Related party transactions | ||||||||
Maximum borrowing capacity | $ 300,000 | |||||||
Administrative Services Agreement | ||||||||
Related party transactions | ||||||||
Monthly expenses for office space, utilities, secretarial and administrative support services | $ 10,000 | |||||||
Aggregate expenses incurred | $ 80,000 | $ 80,000 | 80,000 | |||||
Related Party Loans | ||||||||
Related party transactions | ||||||||
Maximum amount of loans eligible for conversion to private placement warrants | $ 1,500,000 | $ 1,500,000 | ||||||
Purchase price of warrants in debt conversion transaction | $ 1.50 | $ 1.50 | ||||||
Working Capital Loans | ||||||||
Related party transactions | ||||||||
Outstanding balance of related party note | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Nov. 08, 2021 | Sep. 15, 2021 | Jul. 20, 2021 | Jul. 17, 2021 | May 25, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Maximum number of demands for registration of securities | three demands | |||||
Deferred fee per unit | $ 10 | |||||
Deferred underwriting fee payable | $ 39,342,350 | $ 11,876,982 | ||||
Underwriting cash discount per unit | $ 0.20 | |||||
Underwriter cash discount | $ 6,786,847 | |||||
PIPE Subscription Agreement | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Percentage of contingent fee | 1.50% | |||||
Aggregate proceeds from sale of stock | $ 60,000,000 | $ 900,000 | ||||
Forward Purchase Agreements | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Percentage of contingent fee | 3.50% | |||||
Aggregate proceeds from sale of stock | $ 2,100,000 | |||||
Merger and Acquisition Advisory Agreement | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Business combination contingent fee | $ 3,000,000 | |||||
Over-allotment option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of days granted to options to underwriters | 45 days | |||||
Number of units sold | 3,934,235 | 4,500,000 | ||||
Deferred fee per unit | $ 0.35 | |||||
Deferred underwriting fee payable | $ 11,876,982 |
WARRANTS (Details)
WARRANTS (Details) | 11 Months Ended |
Dec. 31, 2021D$ / sharesshares | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Class A ordinary shares | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price | $ 18 |
Redemption period | 30 days |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | Class A ordinary shares | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price | $ 10 |
Threshold trading days for redemption of public warrants | 20 days |
Threshold consecutive trading days for redemption of public warrants | 10 days |
Class of warrants or rights redemption of warrants or rights stock price trigger | $ 0.361 |
Warrants | |
Class of Warrant or Right [Line Items] | |
Maximum period after business combination in which to file registration statement | 20 days |
Period of time within which registration statement is expected to become effective | 60 days |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 5,857,898 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Warrant exercise period condition one | 30 days |
Warrant exercise period condition two | 1 year |
Public Warrants expiration term | 5 years |
Share price trigger used to measure dilution of warrant | $ 9.20 |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 |
Trading period after business combination used to measure dilution of warrant | 20 days |
Warrant exercise price adjustment multiple | 115 |
Warrant redemption price adjustment multiple | 180 |
Restrictions on transfer period of time after business combination completion | 30 days |
Warrants outstanding | shares | 11,311,412 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price | $ 18 |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Threshold trading days for redemption of public warrants | 20 days |
Threshold consecutive trading days for redemption of public warrants | 30 days |
Threshold number of business days before sending notice of redemption to warrant holders | three |
Redemption period | 30 days |
Class of warrants or rights redemption of warrants or rights stock price trigger | $ 18 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |
Class of Warrant or Right [Line Items] | |
Number of trading days on which fair market value of shares is reported | D | 30 |
Warrant redemption condition minimum share price | $ 10 |
Warrant redemption condition minimum share price scenario two | 18 |
Redemption price per public warrant (in dollars per share) | $ 0.10 |
Threshold trading days for redemption of public warrants | 20 days |
Threshold consecutive trading days for redemption of public warrants | 30 days |
Threshold number of business days before sending notice of redemption to warrant holders | three |
Redemption period | 30 days |
Class of warrants or rights redemption of warrants or rights stock price trigger | $ 10 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) | Dec. 31, 2021$ / sharesshares |
SHAREHOLDERS' EQUITY | |
Preferred shares, shares authorized | 3,000,000 |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Shares (Details) - $ / shares | Mar. 01, 2021 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Ratio to be applied to the stock in the conversion | 1 | |
Class A ordinary shares | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 300,000,000 | |
Common shares, par value (in dollars per share) | $ 0.0001 | |
Common shares, votes per share | one | |
Common shares, shares issued (in shares) | 33,934,235 | |
Common shares, shares outstanding (in shares) | 0 | |
Shares subject to possible redemption | 33,934,235 | |
Class B ordinary shares | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 30,000,000 | |
Common shares, par value (in dollars per share) | $ 0.0001 | |
Common shares, votes per share | one | |
Common shares, shares issued (in shares) | 9,983,558 | |
Common shares, shares outstanding (in shares) | 9,983,558 | |
Class B ordinary shares | Founder Shares | Sponsor | ||
Class of Stock [Line Items] | ||
Common shares, shares outstanding (in shares) | 10,125,000 | |
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | 20.00% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | Dec. 31, 2021USD ($)item |
Assets | |
Investments held in Trust Account | $ 339,380,717 |
Derivative liability | Forward Purchase Agreement | |
Liabilities | |
Liabilities | 484,643 |
Warrant Liability | |
Liabilities | |
Liabilities | 12,248,790 |
Warrant Liability | Public Warrants | |
Liabilities | |
Liabilities | 8,031,103 |
Warrant Liability | Private Placement Warrants | |
Liabilities | |
Liabilities | 4,217,687 |
Level 1 | |
Assets | |
Investments held in Trust Account | 339,380,717 |
Level 1 | Warrant Liability | |
Liabilities | |
Liabilities | 8,031,103 |
Level 1 | Warrant Liability | Public Warrants | |
Liabilities | |
Liabilities | $ 8,031,103 |
Warrants, measurement input | item | 0.71 |
Level 2 | Warrant Liability | |
Liabilities | |
Liabilities | $ 4,217,687 |
Level 2 | Warrant Liability | Private Placement Warrants | |
Liabilities | |
Liabilities | 4,217,687 |
Level 3 | Derivative liability | Forward Purchase Agreement | |
Liabilities | |
Liabilities | $ 484,643 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) | Dec. 31, 2021USD ($)Y | May 18, 2021USD ($)itemY |
Forward Purchase Agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of forward purchase agreement liability (asset) | $ | $ 484,643 | $ (389,642) |
Share price | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 10 | |
Share price | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 9.78 | |
Exercise Price | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 11.50 | |
Exercise Price | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 11.50 | |
Years to maturity | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | Y | 5 | |
Years to maturity | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | Y | 5 | |
Redemption trigger price | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 18 | |
Risk-free rate | Forward Purchase Agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.09 | 0.05 |
Risk-free rate | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.0084 | |
Risk-free rate | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.84 | |
Dividend yield | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0 | |
Dividend yield | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0 | |
Volatility | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.1500 | |
Volatility | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.1500 | |
Probability of Business Combination | Forward Purchase Agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 90 | |
Fair value of warrants | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.82 | |
Fair value of warrants | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.85 | |
Fair value of unit | Forward Purchase Agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 10.09 | 9.93 |
Present value of forward purchase agreement unit price | Forward Purchase Agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 10 | |
Unit forward price | Forward Purchase Agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 10 | |
Time to Business Combination (years) | Forward Purchase Agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | Y | 0.25 | 0.68 |
Discount factor | Forward Purchase Agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 99.98 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Losses from changes in fair value of warrants | $ (2,005,780) |
Losses from changes in fair value of derivative liability - forward purchase agreement | 874,285 |
Level 3 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value at (inception) | 0 |
Initial measurement at May 18, 2021 | 12,343,691 |
Initial measurement of over-allotment warrants | 1,521,237 |
Change in fair value | 6,309,887 |
Fair value at end of period | 484,643 |
Level 3 | Public Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Transfer of Warrants out of Level 3 measurement | (12,895,010) |
Level 3 | Private Placement Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Transfer of Warrants out of Level 3 measurement | $ (6,795,162) |