Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 02, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Entity File Number | 001-41047 | |
Entity Registrant Name | CHAIN BRIDGE I | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 95-1578955 | |
Entity Address, Address Line One | 100 El Camino Real, Ground Suite | |
Entity Address, City or Town | Burlingame | |
Entity Address State Or Province | CA | |
Entity Address, Postal Zip Code | 94010 | |
City Area Code | 202 | |
Local Phone Number | 656-4257 | |
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 | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001845149 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Transition Report | false | |
Units | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | CBRG | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 | |
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, and one-half of one redeemable Warrant to acquire one Class A ordinary share | |
Trading Symbol | CBRGU | |
Security Exchange Name | NASDAQ | |
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 whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | CBRGW | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 303,672 | $ 740,639 |
Prepaid expenses | 555,514 | 826,171 |
Total current assets | 859,186 | 1,566,810 |
Investments held in Trust Account | 234,983,462 | 234,618,998 |
Total Assets | 235,842,648 | 236,185,808 |
Current liabilities: | ||
Accrued expenses | 80,000 | 116,306 |
Due to related party | 630 | |
Total current liabilities | 80,630 | 116,306 |
Convertible note - related party | 1,011,808 | 1,053,556 |
Derivative liabilities | 5,622,999 | 11,500,980 |
Deferred legal fees | 267,420 | 267,420 |
Total Liabilities | 6,982,857 | 12,938,262 |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares subject to possible redemption; $0.0001 par value; 23,000,000 shares at redemption value of $10.212 and 10.200 per share, respectively | 234,883,462 | 234,600,000 |
Shareholders' deficit: | ||
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | ||
Accumulated deficit | (6,024,246) | (11,353,029) |
Total shareholders' deficit | (6,023,671) | (11,352,454) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 235,842,648 | 236,185,808 |
Class A Common Stock | ||
Shareholders' deficit: | ||
Common stock | 0 | 0 |
Class B Common Stock | ||
Shareholders' deficit: | ||
Common stock | $ 575 | $ 575 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 479,000,000 | 479,000,000 |
Class A Common Stock Subject to Redemption | ||
Temporary equity, par value, (per share) | $ 0.0001 | $ 0.0001 |
Class A common stock subject to possible redemption | 23,000,000 | 23,000,000 |
Temporary equity, redemption price per share | $ 10.212 | $ 10.200 |
Class A Common Stock Not Subject to Redemption | ||
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 5,750,000 | 5,750,000 |
Common shares, shares outstanding | 5,750,000 | 5,750,000 |
UNAUDITED CONDENSED INTERIM STA
UNAUDITED CONDENSED INTERIM STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
General and administrative expenses | $ 226,016 | $ 18,680 | $ 31,913 | $ 551,948 |
General and administrative expenses - related party | 60,000 | 120,000 | ||
Loss from operations | (286,016) | (18,680) | (31,913) | (671,948) |
Other income: | ||||
Change in fair value of derivative liabilities | 3,094,451 | 5,877,981 | ||
Change in fair value of convertible note - related party | 45,956 | 41,748 | ||
Income from investments held in Trust Account | 285,925 | 364,464 | ||
Net income (loss) | $ 3,140,316 | $ (18,680) | $ (31,913) | $ 5,612,245 |
Class A Common Stock | ||||
Other income: | ||||
Weighted average shares outstanding, basic | 23,000,000 | 23,000,000 | ||
Weighted average shares outstanding, diluted | 23,000,000 | 23,000,000 | ||
Basic net income per share | $ 0.11 | $ 0.20 | ||
Diluted net income per share | $ 0.11 | $ 0.20 | ||
Class B Common Stock | ||||
Other income: | ||||
Weighted average shares outstanding, basic | 5,750,000 | 5,000,000 | 4,596,273 | 5,750,000 |
Weighted average shares outstanding, diluted | 5,750,000 | 5,000,000 | 4,596,273 | 5,750,000 |
Basic net income per share | $ 0.11 | $ 0 | $ (0.01) | $ 0.20 |
Diluted net income per share | $ 0.11 | $ 0 | $ (0.01) | $ 0.20 |
UNAUDITED CONDENSED INTERIM S_2
UNAUDITED CONDENSED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Class A Common Stock Common Stock | Class B Common Stock Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Jan. 20, 2021 | $ 0 | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B ordinary shares to Sponsor | $ 575 | 24,425 | 0 | $ 25,000 | |
Issuance of Class B ordinary shares to Sponsor (in shares) | 5,750,000 | ||||
Net income (loss) | 0 | (13,233) | (13,233) | ||
Balance at the end at Mar. 31, 2021 | $ 575 | 24,425 | (13,233) | 11,767 | |
Balance at the end (in shares) at Mar. 31, 2021 | 5,750,000 | ||||
Balance at the beginning at Jan. 20, 2021 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (31,913) | ||||
Balance at the end at Jun. 30, 2021 | $ 575 | 24,425 | (31,913) | (6,914) | |
Balance at the end (in shares) at Jun. 30, 2021 | 0 | 5,750,000 | |||
Balance at the beginning at Mar. 31, 2021 | $ 575 | 24,425 | (13,233) | 11,767 | |
Balance at the beginning (in shares) at Mar. 31, 2021 | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 0 | (18,680) | (18,680) | ||
Balance at the end at Jun. 30, 2021 | $ 575 | $ 24,425 | (31,913) | (6,914) | |
Balance at the end (in shares) at Jun. 30, 2021 | 0 | 5,750,000 | |||
Balance at the beginning at Dec. 31, 2021 | $ 575 | (11,353,029) | (11,352,454) | ||
Balance at the beginning (in shares) at Dec. 31, 2021 | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 2,471,929 | 2,471,929 | |||
Balance at the end at Mar. 31, 2022 | $ 575 | (8,881,100) | (8,880,525) | ||
Balance at the end (in shares) at Mar. 31, 2022 | 5,750,000 | ||||
Balance at the beginning at Dec. 31, 2021 | $ 575 | (11,353,029) | (11,352,454) | ||
Balance at the beginning (in shares) at Dec. 31, 2021 | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption | (283,462) | ||||
Net income (loss) | 5,612,245 | ||||
Balance at the end at Jun. 30, 2022 | $ 575 | (6,024,246) | (6,023,671) | ||
Balance at the end (in shares) at Jun. 30, 2022 | 5,750,000 | ||||
Balance at the beginning at Mar. 31, 2022 | $ 575 | (8,881,100) | (8,880,525) | ||
Balance at the beginning (in shares) at Mar. 31, 2022 | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption | (283,462) | (283,462) | |||
Net income (loss) | 3,140,316 | 3,140,316 | |||
Balance at the end at Jun. 30, 2022 | $ 575 | $ (6,024,246) | $ (6,023,671) | ||
Balance at the end (in shares) at Jun. 30, 2022 | 5,750,000 |
UNAUDITED CONDENSED INTERIM S_3
UNAUDITED CONDENSED INTERIM STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ (31,913) | $ 5,612,245 | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
General and administrative expenses paid by initial shareholders in exchange for issuance of Founder Shares | 10,545 | ||
Change in fair value of derivative liabilities | $ (3,094,451) | (5,877,981) | |
Change in fair value of convertible note - related party | (45,956) | (41,748) | |
Income from investments held in Trust Account | (285,925) | (364,464) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses | 18,450 | 270,657 | |
Accounts payable | 1,768 | ||
Accrued expenses | 1,000 | (36,306) | |
Due to related party | 630 | ||
Net cash used in operating activities | (150) | (436,967) | |
Cash Flows from Financing Activities: | |||
Proceeds from convertible note - related party | 4,150 | ||
Net cash provided by financing activities | 4,150 | ||
Net change in cash | 4,000 | (436,967) | |
Cash - beginning of the period | 740,639 | ||
Cash - end of the period | 303,672 | 4,000 | 303,672 |
Supplemental disclosure of noncash financing activities: | |||
Prepaid expenses and deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 20,850 | ||
Deferred offering costs included in accounts payable | 399,264 | ||
Deferred offering costs included in accrued expenses | 30,000 | ||
Deferred offering costs paid by related party under promissory note | $ 122,390 | ||
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption | $ 283,462 | $ 283,462 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2022 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Chain Bridge I (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 21, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on partnering with a technology company that will advance U.S. national security and intelligence interests. As of June 30, 2022, the Company had not yet commenced operations. All activity for the period from January 21, 2021 (inception) through June 30, 2022 relates to the Company’s formation and 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 Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company’s sponsor is Chain Bridge Group, a Cayman Islands exempted limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on November 9, 2021. On November 15, 2021, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $5.7 million, of which approximately $254,000 was for offering costs allocated to derivative warrant liabilities. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,550,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to the Sponsor and CB Co-Investment LLC (“CB Co-Investment”), generating proceeds of approximately $10.6 million (Note 4). In addition, upon closing of the Initial Public Offering, CB Co-Investment loaned the Company approximately $1.2 million at no interest (the “CB Co-Investment Loan”). The CB Co-Investment Loan shall be repaid upon the closing of the Company’s initial Business Combination or converted into Private Placement Warrants, at a conversion price of $1.00 per warrant, at CB Co-Investment’s discretion, provided that any such conversion may not occur until after January 8, 2022. Upon the closing of the Initial Public Offering, $234.6 million ($10.20 per Unit) of net proceeds, including the net proceeds of the Initial Public Offering, certain of the proceeds of the Private Placement and the proceeds from the convertible promissory note issued to CB Co-Investment, were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants and the proceeds from the promissory note issued to CB Co-Investment, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair value equal to at least 80% of the net assets held in the Trust Account (excluding taxes payable on the interest earned on the trust account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the partner business or otherwise acquires a controlling interest in the partner business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. The Company expects the pro rata redemption price to be $10.20 per share (such amount may be increased by $0.10 per Public Share for each three-month extension of the time to consummate the initial Business Combination, as described below), 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). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the Amended and Restated Memorandum and Articles of Association, which was adopted by the Company upon the consummation of the Initial Public Offering (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 (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, 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. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a Public Shareholder on the record date for the general meeting held to approve the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”), and the executive officers and directors of the Company, agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s 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 Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company will have 18 months from the closing of the Initial Public Offering to consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate the initial Business Combination within 18 months, the Company may, by resolution of its board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 24 months to complete a Business Combination), subject to the Sponsor and/or its affiliates or designees) depositing into the Trust Account, on or prior to the applicable deadline, additional funds of $0.10 per Public Share, or $2.0 million in the aggregate (or $2.3 million in the aggregate if the underwriters’ over-allotment option is exercised in full), for each of the available three-month extensions, for a total payment of up to $4.0 million, or up to $4.6 million if the underwriters’ over-allotment option is exercised in full ($0.20 per Public Share in either case). Any such payments would be made in the form of non-interest bearing loans. The Public Shareholders will not be entitled to vote or redeem their shares in connection with any such extension. The Company’s Sponsor, officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 18 months from the closing of the Initial Public Offering (or within up to 24 months if the Company extends the period of time) or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 18 months, or May 15, 2023, (or within up to 24 months if the Company extends the period of time) (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less taxes payable and up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the Marketing Fee (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution in the Trust Account will be less than the $10.20 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective partner business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 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 $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective partner business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective partner 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. There can be no guarantee that the Company will be successful in obtaining such waivers from its targeted vendors and service providers. 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic, including new variant strains of the underlying virus, current or anticipated military conflict, including between Russia and Ukraine, terrorism, sanctions or other geopolitical events as well as adverse developments in the economy and capital markets, including rising energy costs, inflation and interest rates, in the United States and globally, on the industry and has concluded that while it is reasonably possible that these events could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed interim financial statements. The condensed interim financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources As of June 30, 2022, the Company had approximately $304,000 in its operating bank account and working capital of approximately $779,000. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor and CB Co-Investment to cover for certain expenses on behalf of the Company in exchange for issuance of Founder Shares (as defined in Note 5) and a loan from related party of approximately $244,000. The Company fully repaid the Note on November 17, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed interim financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed interim financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 18, 2022. Use of Estimates The preparation condensed interim financial statements conformity GAAP requires management make estimates and assumptions that reported amounts assets and liabilities disclosure contingent assets liabilities the condensed interim statements and the reported amounts income and expenses during reporting period. Making estimates requires management exercise significant judgment. least reasonably possible the estimate the condition, situation circumstances existed the date condensed interim financial statements, which management considered in formulating its estimate, could change in the term more future confirming events. Accordingly, results could differ significantly those estimates. Cash and Cash Equivalents The Company considers all short-term investments original maturity three months less when purchased equivalents. June 30 the Company no cash equivalents. Concentration of Credit Risk Financial (“FDIC”) Financial Instruments The value Company’s assets and liabilities qualify financial instruments under the FASB ASC Topic “Fair Value Measurements,” equal approximate carrying represented primarily to their short-term nature. Fair Value Measurements Fair value defined price would received for sale an for transfer liability, orderly transaction between market participants measurement date. GAAP establishes value hierarchy, which prioritizes inputs used measuring value. The hierarchy gives highest priority to unadjusted prices active markets identical assets liabilities measurements) and the lowest priority to unobservable inputs (Level measurements). These tiers consist ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the derivative warrant liabilities were charged to operations. Offering costs associated with the Class A ordinary shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of the financial instruments, including issued stock purchase warrants, and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will be re-assessed at the end of each reporting period. Derivative warrant liabilities will be classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The 22,050,000 warrants issued in connection with the Initial Public Offering (including the 11,500,000 warrants included in the Units and the 10,550,000 Private Placement Warrants) and the 4,000,000 Forward Purchase Securities, were recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities will be subject to re-measurement at each balance sheet date until exercised. The fair value of the Forward Purchase Securities, Public Warrants and the Private Placement Warrants were initially measured using a Monte Carlo simulation. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. As of June 30, 2022, the fair value of the Forward Purchase Securities and the Private Placement Warrants are measured using a Monte Carlo simulation, and the fair value of the convertible note is measured using Black-Scholes model. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for the Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of Initial Public Offering, 23,000,000 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. As of June 30, 2022, the amounts of Class A ordinary shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds from Initial Public Offering $ 230,000,000 Less: Fair value of Public Warrants at issuance (8,740,000) Offering costs allocated to Class A ordinary shares subject to possible redemption (5,469,344) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 18,809,344 Class A ordinary shares subject to possible redemption, December 31, 2021 234,600,000 Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption 283,462 Class A ordinary shares subject to possible redemption, June 30, 2022 $ 234,883,462 Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 22,050,000 Class A ordinary shares in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and six months ended June 30, 2022, the three months ended June 30, 2021 and for the period from January 21, 2021 (inception) through June 30, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the three months ended June 30, For the six months ended For the period from January 21, 2021 2022 2021 June 30, 2022 (inception) through June 30, 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 2,512,253 $ 628,063 $ — $ (18,680) $ 4,489,796 $ 1,122,449 $ — $ (31,913) Denominator: Basic and diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 — 5,000,000 23,000,000 5,750,000 — 4,596,273 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ — $ (0.00) $ 0.20 $ 0.20 $ — $ (0.01) Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. Management believe other recently issued, but effective, accounting standards would have material accompanying condensed interim financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
Initial Public Offering. | |
Initial Public Offering | Note 3 — Initial Public Offering On November 15, 2021, the Company consummated its Initial Public Offering of 23,000,000 Units, including 3,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $5.7 million, of which approximately $254,000 was for offering costs allocated to derivative warrant liabilities. Each Unit consists of one Class A ordinary share and one |
Private Placement Warrants
Private Placement Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Private Placement Warrants | |
Private Placement Warrants | Note 4 — Private Placement Warrants Simultaneously the closing Initial Public Offering, the Company consummated the Private Placement 10,550,000 Placement at Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable except as described below in Note 8 and exercisable on a cashless basis. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days completion initial Combination. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On February 3, 2021, the Sponsor and CB Co-Investment paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of an aggregate of 8,625,000 Class B ordinary shares (the “Founder Shares”). The Sponsor purchased 7,195,714 of the Founder Shares and CB Co-Investment purchased 1,429,286 of the Founder Shares. On April 9, 2021, CB Co-Investment transferred 28,571 Founder Shares to the Sponsor at their original purchase price. On October 1, 2021, the Sponsor forfeited 2,408,095 and CB Co-Investment forfeited 466,905 Founder Shares, in each case, for no consideration. On November 9, 2021, the Sponsor transferred an aggregate of 156,000 Founder Shares to three of the Company’s directors, the chief financial officer and two of the Company’s advisors. As a result, the Sponsor had 4,660,190 Founder Shares and CB Co-Investment had 933,810 Founder Shares outstanding. The transfer of the Founder Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). 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 under the applicable accounting literature in this circumstance. As of June 30, 2022, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. 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. The Sponsor and CB Co-Investment agreed to forfeit up to an aggregate of 750,000 Founder Shares to the extent that the option to purchase additional Units was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on November 15, 2021; thus, these 750,000 Founder Shares were no longer subject to forfeiture. The Initial Shareholders, and the executive officers and directors of the Company, agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share 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 the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property, Notwithstanding the foregoing, if the closing price of the 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 the initial Business Combination, the Founder Shares will be released from the lockup. Related Party Loans Promissory Note to Sponsor On February 1, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. The Company had borrowed approximately $244,000 under the Note. The Company fully repaid Convertible Note to CB Co-Investment Upon closing of the Initial Public Offering, CB Co-Investment loaned the Company approximately $1.2 million to deposit in Trust Account, in exchange for a non-interest bearing, unsecured convertible promissory note (“Convertible Note”). Such Convertible Note will not be repaid in the event that the Company is unable to close a Business Combination unless there are funds available outside the Trust Account to do so. Such promissory note would either be paid upon consummation of the Company’s initial Business Combination, or, at the discretion of CB Co-Investment and/or its designees, converted into additional warrants at a price of $1.00 per warrant, provided that any such conversion may not occur until after January 8, 2022. Extension Loans The Company will have up to 18 months from the closing of the Initial Public Offering (or within up to 24 months if we extend the period of time) to consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate its initial Business Combination within 18 months (or within up to 24 months), the Company may, by resolution of the Company’s board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 24 months to complete a business combination), subject to the Sponsor and/or its affiliates or designees) depositing into the trust account, on or prior to the applicable deadline, additional funds of $2,300,000 ($0.10 per Unit in either case), for each of the available three-month extensions, for a total payment of up to $4,600,000 ($0.20 per Unit in either case). Any such payments would be made in the form of non-interest bearing loans (the “Extension Loans”). If the Company completes the initial Business Combination, at the option of the lender, any such Extension Loans may be converted into warrants of the post-business combination company at a price of $1.00 per warrant. As of June 30, 2022 and December 31, 2021, the Company had no borrowings under the Extension Loans. Working Capital Loan In addition, in to fund working capital deficiencies finance transaction costs connection Combination, Sponsor affiliate Sponsor, certain the Company’s officers and directors may, obligated to, loan the Company may required (“Working Capital If Company completes Business Combination, Company may repay Working Capital Loans proceeds Account released to the Company. Otherwise, the Working Capital may repaid only funds outside Trust Account. In event that Business Combination close, Company portion proceeds held outside the Account repay the Working Capital Loans proceeds held in the Trust Account would used repay Convertible Note, the Extension Loans and Working Capital Loans. The Working Capital Loans would either repaid consummation Combination, without interest, lender’s discretion, to million the Working Capital Loans convertible warrants Business Combination entity price $1.00 per The would identical Private Placement Except foregoing, the terms Extension Loans and Working Capital Loans, any, have been determined and written agreements exist respect such loans. As Company had borrowings under Working Capital Loans. Administrative Services Agreement On November the Company entered into agreement provided that, Company pay Sponsor $20,000 per month secretarial administrative services provided the Company through earlier consummation initial Business Combination and liquidation. In addition, the Sponsor, officers and directors, and any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential partner businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account. As of June 30, 2022 and December 31, 2021, the Company had $630 and $0 payable to related party . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants, the Forward Purchase Securities and warrants that may be issued upon conversion of the Convertible Note, the Extension Loans and the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants, Forward Purchase Warrants and warrants that may be issued upon conversion of such loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45 The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. Business Combination Marketing Agreement On November 9, 2021, the Company entered into an agreement with one of the underwriters, Cowen and Company, LLC, as advisors in connection with the Company’s Business Combination to assist the Company in holding meetings with the shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the potential Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company agreed to pay a fee for such services (the “Marketing Fee”) upon the consummation of the initial Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Initial Public Offering, or approximately $8.1 million in the aggregate. As a result, the underwriters will not be entitled to such fee unless the Company consummates its initial Business Combination. As of June 30, 2022, the Company determined that a Business Combination is not considered probable. Forward Purchase Agreement Franklin Strategic Series — Franklin Growth Opportunities Fund (“Franklin”) entered into a forward purchase agreement (“Forward Purchase Agreement”) with the Company that provides for the purchase by Franklin, in the aggregate, of 6,000,000 forward purchase securities (“Forward Purchase Securities”), for an aggregate purchase price of $40.0 million, with each Forward Purchase Security consisting of one Class A ordinary share and one The Forward Purchase Securities will not have any redemption rights in connection with the initial Business Combination and will not be entitled to liquidating distributions from the Trust Account if the Company fails to complete the initial Business Combination within the prescribed time frame. The Forward Purchase Securities, to the extent issued prior to the record date for a shareholder vote on the initial Business Combination or any other matter, will have the right to vote on such matter with all other holders of the outstanding Class A ordinary shares; provided that if the Company seeks shareholder approval of a proposed initial Business Combination after Franklin has purchased the Forward Purchase Securities, Franklin agreed under the forward purchase agreement to vote any of the Class A ordinary shares owned by Franklin in favor of any proposed initial Business Combination. The Forward Purchase Securities sold pursuant to the Forward Purchase Agreement will be identical to the Class A ordinary shares and redeemable warrants included in the Units being sold in the Initial Public Offering, except as described herein. In addition, the Forward Purchase Securities will have certain registration rights, so long as such Forward Purchase Securities are held by Franklin or any third party to which Franklin transfers any portion of its obligation under the Forward Purchase Agreement. The capital from such private placement would be used as part of the consideration to the sellers in the initial Business Combination, and any excess capital from such private placement would be used for working capital in the post-transaction company. |
Shareholders' Deficit
Shareholders' Deficit | 6 Months Ended |
Jun. 30, 2022 | |
Shareholders' Deficit | |
Shareholders' Deficit | Note 7 — Shareholders’ Deficit Preference Shares Class A Ordinary shares Class B Ordinary shares Class A and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. Prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason. The provisions of the Amended and Restated Memorandum and Articles of Association governing the appointment or removal of directors prior to the initial Business Combination may only be amended by a special resolution passed by holders representing at least two-thirds of the issued and outstanding Class B ordinary shares. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination 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 consummation of the Initial Public Offering, plus the sum of 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 (net of any redemptions of Class A ordinary shares by Public Shareholders), 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 Forward Purchase Securities and any Private Placement Warrants issued to the Sponsor or CB Co-Investment, members of the Company’s founding team or any of their affiliates upon conversion of the Convertible Note, the Extension Loans and 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. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Warrants | |
Warrants | Note 8 —Warrants As of June 30, 2022 and December 31, 2021, the Company had 11,500,000 Public Warrants and 10,550,000 Private Placement Warrants outstanding. Public Warrants may exercised for number shares. No fractional Public issued separation Units whole Public Warrants trade. The Public Warrants become exercisable later 20 60 The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to Franklin, the initial shareholders or their affiliates, without taking into account any founder shares held by the initial shareholders or such affiliates, as applicable, or any forward purchase securities held by Franklin, prior to such issuance including any transfer or reissuance of such shares) (the “Newly Issued Price”), (y) The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i) that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (ii) except as described below, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor, CB Co-Investment or their respective permitted transferees and (iii) the Sponsor or its permitted transferees will have the option to exercise the Private Placement Warrants on a cashless basis and have certain registration rights. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $18.00 . become exercisable, Company redeem the outstanding cash: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of 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 on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”). Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00 . Once become exercisable, Company redeem the outstanding ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 day s’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the Reference Value is less than $ 18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Public Warrants as described above. The “fair value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable 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 no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9 —Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. June 30, 2022 (unaudited) Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 234,983,462 $ — $ — Liabilities: Convertible note - related party $ — $ — $ 1,011,808 Derivative liabilities- Public Warrants $ 2,530,000 $ — $ — Derivative liabilities- Private Placement Warrants $ — $ 2,321,000 $ — Derivative liabilities - Forward Purchase Agreement $ — $ — $ 771,999 December 31, 2021 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities (2) $ 234,618,654 $ — $ — Liabilities: Convertible note - related party $ — $ — $ 1,053,556 Derivative liabilities- Public Warrants $ 5,806,420 $ — $ — Derivative liabilities- Private Placement Warrants $ — $ — $ 5,301,100 Derivative liabilities - Forward Purchase Agreement $ — $ — $ 393,460 (1) Excludes $ 726 of cash balance held within the Trust Account (2) Excludes $ 344 of cash balance held within the Trust Account Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in an active market in December 2021. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement in January 2022, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. There were no other transfers between levels of the hierarchy for the six months ended June 30, 2022. Level 1 assets include investments in U.S. treasury securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The initial estimated fair value as of November 15, 2021, of the Public Warrants, the Private Placement Warrants, and the Forward Purchase Agreement is measured at fair value using a Monte Carlo simulation, determined using Level 3 inputs. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. As of June 30, 2022 and December 31, 2021, the fair value of the Forward Purchase Securities are measured using a Monte Carlo simulation, and the fair value of the convertible note is measured using a Black-Scholes model. As of December 31, 2021, the fair value of the Private Placement Warrants were measured using the Monte Carlo simulation due to the lack of trading volume of Public Warrants. As of June 30, 2022, the fair value of Private Placement Warrants was determined based on the quoted price of the Public Warrants. Inherent in a Monte Carlo simulation and Black-Scholes model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at June 30, 2022 and December 31, 2021 measurement date: June 30, 2022 (unaudited) Forward Purchase Agreements Convertible Note Exercise price $ 10.00 $ 1.00 Stock price $ 10.12 $ 0.22 Term (years) 0.71 0.71 Volatility — 49.0 % Risk-free rate 2.60 % 2.60 % Dividend yield 0.0 % 0.0 % December 31, 2021 Forward Purchase Warrants Agreements Convertible Note Exercise price $ 11.50 $ 10.00 $ 1.00 Stock price $ 9.82 $ 9.85 $ 0.50 Term (years) 5.88 0.87 0.87 Volatility 8.6 % — 65.5 % Risk-free rate 1.33 % 0.34 % 0.34 % Dividend yield 0.0 % 0.0 % 0.0 % The change in the fair value of the derivative liabilities measured using Level 3 inputs for the six months ended June 30, 2022, is summarized as follows: Derivative liabilities at December 31, 2021 $ 5,694,560 Transfer of Private Placement Warrants to Level 2 (5,301,100) Change in fair value of derivative warrant liabilities 385,990 Derivative liabilities at March 31, 2022 (unaudited) 779,450 Change in fair value of derivative warrant liabilities (7,451) Derivative liabilities at June 30, 2022 (unaudited) $ 771,999 The change in the fair value of the convertible note – related party measured using Level 3 inputs for the six months ended June 30, 2022, is summarized as follows: Convertible note - related party at December 31, 2021 $ 1,053,556 Change in fair value of convertible note - related party 4,208 Convertible note - related party at March 31, 2022 (unaudited) 1,057,764 Change in fair value of convertible note - related party (45,956) Convertible note - related party at June 30, 2022 (unaudited) $ 1,011,808 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date condensed interim financial statements were issued. Based upon this review, except as noted below, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the condensed interim financial statements. On July 14, 2022, the Company entered into an Amended and Restated Administrative Services Agreement with the Sponsor, to increase the amount (in an amount not to exceed the aggregate sum of $30,000 per month) that the Company pays the Sponsor for office space, secretarial and administrative services provided to the Company through the earlier of consummation of the initial Business Combination and the liquidation. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic, including new variant strains of the underlying virus, current or anticipated military conflict, including between Russia and Ukraine, terrorism, sanctions or other geopolitical events as well as adverse developments in the economy and capital markets, including rising energy costs, inflation and interest rates, in the United States and globally, on the industry and has concluded that while it is reasonably possible that these events could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed interim financial statements. The condensed interim financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Liquidity and Capital Resources | Liquidity and Capital Resources As of June 30, 2022, the Company had approximately $304,000 in its operating bank account and working capital of approximately $779,000. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor and CB Co-Investment to cover for certain expenses on behalf of the Company in exchange for issuance of Founder Shares (as defined in Note 5) and a loan from related party of approximately $244,000. The Company fully repaid the Note on November 17, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed interim financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed interim financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 18, 2022. |
Use of Estimates | Use of Estimates The preparation condensed interim financial statements conformity GAAP requires management make estimates and assumptions that reported amounts assets and liabilities disclosure contingent assets liabilities the condensed interim statements and the reported amounts income and expenses during reporting period. Making estimates requires management exercise significant judgment. least reasonably possible the estimate the condition, situation circumstances existed the date condensed interim financial statements, which management considered in formulating its estimate, could change in the term more future confirming events. Accordingly, results could differ significantly those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments original maturity three months less when purchased equivalents. June 30 the Company no cash equivalents. |
Concentration of Credit Risk | Concentration of Credit Risk Financial (“FDIC”) |
Financial Instruments | Financial Instruments The value Company’s assets and liabilities qualify financial instruments under the FASB ASC Topic “Fair Value Measurements,” equal approximate carrying represented primarily to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value defined price would received for sale an for transfer liability, orderly transaction between market participants measurement date. GAAP establishes value hierarchy, which prioritizes inputs used measuring value. The hierarchy gives highest priority to unadjusted prices active markets identical assets liabilities measurements) and the lowest priority to unobservable inputs (Level measurements). These tiers consist ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the derivative warrant liabilities were charged to operations. Offering costs associated with the Class A ordinary shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of the financial instruments, including issued stock purchase warrants, and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will be re-assessed at the end of each reporting period. Derivative warrant liabilities will be classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The 22,050,000 warrants issued in connection with the Initial Public Offering (including the 11,500,000 warrants included in the Units and the 10,550,000 Private Placement Warrants) and the 4,000,000 Forward Purchase Securities, were recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities will be subject to re-measurement at each balance sheet date until exercised. The fair value of the Forward Purchase Securities, Public Warrants and the Private Placement Warrants were initially measured using a Monte Carlo simulation. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. As of June 30, 2022, the fair value of the Forward Purchase Securities and the Private Placement Warrants are measured using a Monte Carlo simulation, and the fair value of the convertible note is measured using Black-Scholes model. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for the Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of Initial Public Offering, 23,000,000 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. As of June 30, 2022, the amounts of Class A ordinary shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds from Initial Public Offering $ 230,000,000 Less: Fair value of Public Warrants at issuance (8,740,000) Offering costs allocated to Class A ordinary shares subject to possible redemption (5,469,344) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 18,809,344 Class A ordinary shares subject to possible redemption, December 31, 2021 234,600,000 Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption 283,462 Class A ordinary shares subject to possible redemption, June 30, 2022 $ 234,883,462 |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 22,050,000 Class A ordinary shares in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and six months ended June 30, 2022, the three months ended June 30, 2021 and for the period from January 21, 2021 (inception) through June 30, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the three months ended June 30, For the six months ended For the period from January 21, 2021 2022 2021 June 30, 2022 (inception) through June 30, 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 2,512,253 $ 628,063 $ — $ (18,680) $ 4,489,796 $ 1,122,449 $ — $ (31,913) Denominator: Basic and diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 — 5,000,000 23,000,000 5,750,000 — 4,596,273 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ — $ (0.00) $ 0.20 $ 0.20 $ — $ (0.01) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. Management believe other recently issued, but effective, accounting standards would have material accompanying condensed interim financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Reconciliation of class A ordinary shares | As of June 30, 2022, the amounts of Class A ordinary shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds from Initial Public Offering $ 230,000,000 Less: Fair value of Public Warrants at issuance (8,740,000) Offering costs allocated to Class A ordinary shares subject to possible redemption (5,469,344) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 18,809,344 Class A ordinary shares subject to possible redemption, December 31, 2021 234,600,000 Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption 283,462 Class A ordinary shares subject to possible redemption, June 30, 2022 $ 234,883,462 |
Reconciliation of Net Loss per Common Share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the three months ended June 30, For the six months ended For the period from January 21, 2021 2022 2021 June 30, 2022 (inception) through June 30, 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 2,512,253 $ 628,063 $ — $ (18,680) $ 4,489,796 $ 1,122,449 $ — $ (31,913) Denominator: Basic and diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 — 5,000,000 23,000,000 5,750,000 — 4,596,273 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ — $ (0.00) $ 0.20 $ 0.20 $ — $ (0.01) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Measurements | |
Schedule of Company's assets and liabilities that are measured at fair value on a recurring basis | June 30, 2022 (unaudited) Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 234,983,462 $ — $ — Liabilities: Convertible note - related party $ — $ — $ 1,011,808 Derivative liabilities- Public Warrants $ 2,530,000 $ — $ — Derivative liabilities- Private Placement Warrants $ — $ 2,321,000 $ — Derivative liabilities - Forward Purchase Agreement $ — $ — $ 771,999 December 31, 2021 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities (2) $ 234,618,654 $ — $ — Liabilities: Convertible note - related party $ — $ — $ 1,053,556 Derivative liabilities- Public Warrants $ 5,806,420 $ — $ — Derivative liabilities- Private Placement Warrants $ — $ — $ 5,301,100 Derivative liabilities - Forward Purchase Agreement $ — $ — $ 393,460 (1) Excludes $ 726 of cash balance held within the Trust Account (2) Excludes $ 344 of cash balance held within the Trust Account |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | June 30, 2022 (unaudited) Forward Purchase Agreements Convertible Note Exercise price $ 10.00 $ 1.00 Stock price $ 10.12 $ 0.22 Term (years) 0.71 0.71 Volatility — 49.0 % Risk-free rate 2.60 % 2.60 % Dividend yield 0.0 % 0.0 % December 31, 2021 Forward Purchase Warrants Agreements Convertible Note Exercise price $ 11.50 $ 10.00 $ 1.00 Stock price $ 9.82 $ 9.85 $ 0.50 Term (years) 5.88 0.87 0.87 Volatility 8.6 % — 65.5 % Risk-free rate 1.33 % 0.34 % 0.34 % Dividend yield 0.0 % 0.0 % 0.0 % |
Schedule of change in the fair value of the warrant liabilities | Derivative liabilities at December 31, 2021 $ 5,694,560 Transfer of Private Placement Warrants to Level 2 (5,301,100) Change in fair value of derivative warrant liabilities 385,990 Derivative liabilities at March 31, 2022 (unaudited) 779,450 Change in fair value of derivative warrant liabilities (7,451) Derivative liabilities at June 30, 2022 (unaudited) $ 771,999 |
Schedule of fair value of convertible note related party | Convertible note - related party at December 31, 2021 $ 1,053,556 Change in fair value of convertible note - related party 4,208 Convertible note - related party at March 31, 2022 (unaudited) 1,057,764 Change in fair value of convertible note - related party (45,956) Convertible note - related party at June 30, 2022 (unaudited) $ 1,011,808 |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 2 Months Ended | 5 Months Ended | 6 Months Ended | |
Nov. 15, 2021 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) item $ / shares | |
Subsidiary, Sale of Stock [Line Items] | ||||
Share Price | $ / shares | $ 9.20 | |||
Pro rata redemption price per share | $ / shares | 10.20 | |||
Increase in pro rata redemption price per share | $ / shares | $ 0.10 | |||
Operating bank accounts | $ 304,000 | |||
Working capital deficit | $ 779,000 | |||
Aggregate purchase price | $ 25,000 | |||
Proceeds from Related Party Debt | $ 4,150 | |||
Condition for future business combination number of businesses minimum | item | 1 | |||
Period to consummate initial business combination | 18 months | |||
Number additional extension to business combination consummate period | item | 2 | |||
Additional extension period to consummate business combination | 3 months | |||
Maximum period to consummate initial business combination | 24 months | |||
Share price for additional extension to business combination consummate period | $ / shares | $ 0.10 | |||
Fund due per additional extension to business combination consummate period | $ 2,000,000 | |||
Aggregate fund due for additional extension to business combination consummate period | 4,000,000 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | shares | 23,000,000 | |||
Purchase price, per unit | $ / shares | $ 10 | |||
Gross proceeds from initial public offering | $ 230,000,000 | |||
Offering costs | 5,700,000 | |||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | |||
Threshold percentage of public shares subject to redemption without company prior written consent | 15% | |||
Threshold business days for redemption of public shares | 10 days | |||
Maximum net interest to pay dissolution expenses | $ 100,000 | |||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80% | |||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50% | |||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||
Initial Public Offering | Warrants. | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Offering costs | 254,000 | |||
Initial Public Offering | Private Placement Warrants. | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Gross proceeds from initial public offering | $ 234,600,000 | |||
Sale of Private Placement Warrants (in shares) | shares | 10,550,000 | |||
Price of warrant | $ / shares | $ 1 | |||
Proceeds from sale of Private Placement Warrants | $ 10,600,000 | |||
Share Price | $ / shares | $ 10.20 | $ 10.20 | ||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | shares | 3,000,000 | |||
Share price for additional extension to business combination consummate period | $ / shares | $ 0.20 | |||
Fund due per additional extension to business combination consummate period | $ 2,300,000 | |||
Aggregate fund due for additional extension to business combination consummate period | 4,600,000 | |||
Sponsor | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Aggregate purchase price | $ 25,000 | |||
Sponsor | Private Placement | Private Placement Warrants. | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 10,550,000 | |||
Price of warrant | $ / shares | $ 1 | |||
Proceeds from sale of Private Placement Warrants | $ 10,600,000 | |||
Cb co. investment | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Price of warrant | $ / shares | $ 1 | |||
Loan conversion agreement warrant | $ 1,200,000 | $ 1,200,000 | ||
Cb co. investment | Private Placement Warrants. | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Price of warrant | $ / shares | $ 1 | |||
Cb co. investment | Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from Related Party Debt | $ 244,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Cash equivalents | $ 0 | $ 0 |
Warrants outstanding | 22,050,000 | |
FDIC Insured Amount | $ 250,000 | |
Forward Purchase Securities | ||
Warrants outstanding | 4,000,000 | |
Private Placement Warrants. | ||
Warrants outstanding | 10,550,000 | |
Public Warrants | ||
Warrants outstanding | 11,500,000 | |
Class A Common Stock | ||
Shares subject to forfeiture | 22,050,000 | |
Class A Common Stock Subject to Redemption | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 | 23,000,000 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Class A ordinary shares reflected (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 11 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | |||
Gross proceeds from Initial Public Offering | $ 230,000,000 | ||
Fair value of Public Warrants at issuance | (8,740,000) | ||
Offering costs allocated to Class A ordinary shares subject to possible redemption | (5,469,344) | ||
Accretion on Class A ordinary shares subject to possible redemption amount | 18,809,344 | ||
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption | $ 283,462 | $ 283,462 | |
Class A ordinary shares subject to possible redemption | $ 234,883,462 | $ 234,883,462 | $ 234,600,000 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Class A Common Stock | ||||
Allocation of net income (loss), Basic | $ 2,512,253 | $ 4,489,796 | ||
Allocation of net income (loss), Diluted | $ 2,467,884 | $ 4,445,428 | ||
Weighted average shares outstanding, basic | 23,000,000 | 23,000,000 | ||
Weighted average shares outstanding, diluted | 23,000,000 | 23,000,000 | ||
Basic net income per share | $ 0.11 | $ 0.20 | ||
Diluted net income per share | $ 0.11 | $ 0.20 | ||
Class B Common Stock | ||||
Allocation of net income (loss), Basic | $ 628,063 | $ (18,680) | $ (31,913) | $ 1,122,449 |
Allocation of net income (loss), Diluted | $ 616,971 | $ (18,680) | $ (31,913) | $ 1,111,357 |
Weighted average shares outstanding, basic | 5,750,000 | 5,000,000 | 4,596,273 | 5,750,000 |
Weighted average shares outstanding, diluted | 5,750,000 | 5,000,000 | 4,596,273 | 5,750,000 |
Basic net income per share | $ 0.11 | $ 0 | $ (0.01) | $ 0.20 |
Diluted net income per share | $ 0.11 | $ 0 | $ (0.01) | $ 0.20 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 6 Months Ended | |
Nov. 15, 2021 | Jun. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Exercise price of warrants | $ 11.50 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 23,000,000 | |
Purchase price, per unit | $ 10 | |
Gross proceeds from initial public offering | $ 230,000,000 | |
Offering costs | 5,700,000 | |
Initial Public Offering | Warrants. | ||
Subsidiary, Sale of Stock [Line Items] | ||
Offering costs | $ 254,000 | |
Initial Public Offering | Class A Common Stock | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares in a unit | 1 | |
Number of warrants in a unit | 0.5 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 3,000,000 |
Private Placement Warrants (Det
Private Placement Warrants (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
Nov. 15, 2021 | Jun. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Exercise price of warrant | $ 11.50 | |
Threshold Period For Not To Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination | 30 days | |
Private Placement Warrants. | ||
Subsidiary, Sale of Stock [Line Items] | ||
Threshold Period For Not To Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination | 30 days | |
Private Placement Warrants. | Class A Common Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares per warrant | 1 | |
Exercise price of warrant | $ 11.50 | |
Initial Public Offering | Private Placement Warrants. | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 10,550,000 | |
Price of warrants | $ 1 | |
Aggregate purchase price | $ 10.6 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | 2 Months Ended | 6 Months Ended | ||||||
Nov. 15, 2021 | Nov. 09, 2021 | Apr. 09, 2021 | Feb. 03, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Oct. 01, 2021 | |
Related Party Transaction [Line Items] | ||||||||
Aggregate purchase price | $ 25,000 | |||||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 | |||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 | |||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||||
Stock-based compensation expense | $ 0 | |||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |||||||
Private Placement Warrants. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |||||||
Over-allotment option | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued | 3,000,000 | |||||||
Class B Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares subject to forfeiture | 750,000 | 750,000 | ||||||
Number of shares no longer subject to forfeiture | 750,000 | |||||||
Class A Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares subject to forfeiture | 22,050,000 | |||||||
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) | $ 12 | |||||||
Class A Common Stock | Private Placement Warrants. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares per warrant | 1 | |||||||
Sponsor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate purchase price | $ 25,000 | |||||||
Sponsor | Private Placement | Private Placement Warrants. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of warrants to purchase shares issued | 10,550,000 | |||||||
Price of warrants | $ 1 | |||||||
Aggregate purchase price | $ 10,600,000 | |||||||
Cb co. investment | ||||||||
Related Party Transaction [Line Items] | ||||||||
Price of warrants | $ 1 | |||||||
Cb co. investment | Private Placement Warrants. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Price of warrants | $ 1 | |||||||
Founder shares | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares subject to forfeiture | 750,000 | |||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | |||||||
Number of shares no longer subject to forfeiture | 750,000 | |||||||
Founder shares | Class B Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares issue in exchange | 8,625,000 | |||||||
Founder shares | Sponsor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued | 7,195,714 | |||||||
Number of shares transferred by the founder member | 156,000 | |||||||
Aggregate number of shares owned | 4,660,190 | |||||||
Shares subject to forfeiture | 2,408,095 | |||||||
Founder shares | Sponsor | Class B Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate purchase price | $ 25,000 | |||||||
Founder shares | Cb co. investment | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued | 1,429,286 | |||||||
Number of shares transferred by the founder member | 28,571 | |||||||
Aggregate number of shares owned | 933,810 | |||||||
Shares subject to forfeiture | 466,905 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 6 Months Ended | |||||
Nov. 17, 2021 USD ($) | Nov. 09, 2021 USD ($) | Jun. 30, 2022 USD ($) item $ / shares | Dec. 31, 2021 USD ($) | Nov. 15, 2021 USD ($) | Feb. 01, 2021 USD ($) | |
Related Party Transaction [Line Items] | ||||||
Period to consummate initial business combination | 18 months | |||||
Number additional extension to business combination consummate period | item | 2 | |||||
Additional extension period to consummate business combination | 3 months | |||||
Maximum period to consummate initial business combination | 24 months | |||||
Share price for additional extension to business combination consummate period | $ / shares | $ 0.10 | |||||
Fund due per additional extension to business combination consummate period | $ 2,000,000 | |||||
Aggregate fund due for additional extension to business combination consummate period | 4,000,000 | |||||
Amount payable to related party | $ 630 | |||||
Over-allotment option | ||||||
Related Party Transaction [Line Items] | ||||||
Share price for additional extension to business combination consummate period | $ / shares | $ 0.20 | |||||
Fund due per additional extension to business combination consummate period | $ 2,300,000 | |||||
Aggregate fund due for additional extension to business combination consummate period | 4,600,000 | |||||
Working capital loans warrant | ||||||
Related Party Transaction [Line Items] | ||||||
Outstanding balance of related party note | 0 | $ 0 | ||||
Loan conversion agreement warrant | $ 1,500,000 | |||||
Price of warrant | $ / shares | $ 1 | |||||
Promissory Note with Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||||
Outstanding balance of related party note | $ 244,000 | |||||
Repayment of promissory note - related party | $ 244,000 | |||||
Administrative Support Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses per month | $ 20,000 | |||||
Amount payable to related party | $ 630 | $ 0 | ||||
Related Party Loans | ||||||
Related Party Transaction [Line Items] | ||||||
Outstanding balance of related party note | $ 0 | |||||
Related Party Loans | Working capital loans warrant | ||||||
Related Party Transaction [Line Items] | ||||||
Price of warrant | $ / shares | $ 1 | |||||
Cb co. investment | ||||||
Related Party Transaction [Line Items] | ||||||
Loan conversion agreement warrant | $ 1,200,000 | $ 1,200,000 | ||||
Price of warrant | $ / shares | $ 1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | ||
Nov. 15, 2021 | Nov. 09, 2021 | Jun. 30, 2022 | |
Other Commitments [Line Items] | |||
Options to underwriters period granted | 45 days | ||
Percentage of marketing fee | 3.50% | ||
Marketing fee payable | $ 8.1 | ||
Underwriting cash discount per unit | $ 0.20 | ||
Aggregate underwriter cash discount | $ 4.6 | ||
Exercise price of warrants | $ 11.50 | ||
Over-allotment option | |||
Other Commitments [Line Items] | |||
Number of shares issued | 3,000,000 | ||
Sale of Units, net of underwriting discounts (in shares) | 3,000,000 | ||
Forward Purchase Securities | |||
Other Commitments [Line Items] | |||
Aggregate underwriter cash discount | $ 40 | ||
Sale of Units, net of underwriting discounts (in shares) | 6,000,000 | ||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.5 | ||
Exercise price of warrants | $ 10 | ||
Forward Purchase Securities | Class A Common Stock | |||
Other Commitments [Line Items] | |||
Number of shares issued | 4,000,000 | ||
Forward Purchase Securities | Redeemable Warrants Exercisable For Class Common Stock | |||
Other Commitments [Line Items] | |||
Number of shares issued | 2,000,000 |
Shareholders' Deficit - Preferr
Shareholders' Deficit - Preferred Stock Shares (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Shareholders' Deficit | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Shareholders' Deficit - Common
Shareholders' Deficit - Common Stock Shares (Details) | 6 Months Ended | ||
Jun. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 Vote $ / shares shares | Nov. 15, 2021 shares | |
Shareholders' Deficit | |||
Common shares, votes per share | Vote | 1 | ||
Ratio to be applied to the stock in the conversion | 1 | ||
Class A Common Stock | |||
Shareholders' Deficit | |||
Common shares, shares authorized (in shares) | 479,000,000 | 479,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | 1 | |
Shares subject to forfeiture | 22,050,000 | ||
Class A Common Stock Subject to Redemption | |||
Shareholders' Deficit | |||
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 | 23,000,000 | |
Class A Common Stock Not Subject to Redemption | |||
Shareholders' Deficit | |||
Common shares, shares issued (in shares) | 0 | 0 | |
Common shares, shares outstanding (in shares) | 0 | 0 | |
Class B Common Stock | |||
Shareholders' Deficit | |||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, shares issued (in shares) | 5,750,000 | 5,750,000 | |
Common shares, shares outstanding (in shares) | 5,750,000 | 5,750,000 | |
Aggregated shares issued upon converted basis (in percent) | 20% | ||
Shares subject to forfeiture | 750,000 | 750,000 | |
Number of shares no longer subject to forfeiture | 750,000 |
Warrants (Details)
Warrants (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Warrants outstanding | 22,050,000 | |
Warrants exercisable term from the completion of business combination | 30 days | |
Warrants exercisable term from the closing of the public offering | 12 months | |
Threshold period for filling registration statement after business combination | 20 days | |
Threshold period for filling registration statement within number of days of business combination | 60 days | |
Warrants exercisable for cash | 0.361 | |
Exercise price of warrants | $ 11.50 | |
Public Warrants expiration term | 5 years | |
Threshold trading days determining volume weighted average price | 10 days | |
Share Price | $ 9.20 | |
Percentage of gross proceeds on total equity proceeds | 60% | |
Adjustment of exercise price of warrants based on market value (as a percent) | 115% | |
Percentage of adjustment of redemption price of stock based on market value. | 180% | |
Stock price trigger for redemption of public warrants | $ 18 | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |
Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 [Member] | ||
Share Price | $ 18 | |
Stock price trigger for redemption of public warrants | 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 days | |
Redemption Of Warrant Price Per Share Equals Or Exceeds10.00 [Member] | ||
Stock price trigger for redemption of public warrants | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 days | |
Public Warrants | ||
Warrants outstanding | 11,500,000 | 11,500,000 |
Private Warrants | ||
Warrants outstanding | 10,550,000 | 10,550,000 |
Share Price | $ 18 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Cash held in the Trust Account | $ 726 | $ 344 |
Marketable securities held in Trust Account | 234,983,462 | 234,618,998 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Convertible note - related party | 1,011,808 | 1,053,556 |
Level 1 | Public Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warranty liability | 2,530,000 | 5,806,420 |
Level 1 | U.S. Treasury Securities | ||
Assets: | ||
Marketable securities held in Trust Account | 234,983,462 | 234,618,654 |
Level 2 | Private Placement Warrants. | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warranty liability | 2,321,000 | |
Level 3 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Convertible note - related party | 1,011,808 | 1,053,556 |
Level 3 | Forward Contracts [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warranty liability | $ 771,999 | 393,460 |
Level 3 | Private Placement Warrants. | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warranty liability | $ 5,301,100 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3 | Jun. 30, 2022 | Dec. 31, 2021 |
Volatility | Warrants. | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 8.6 | |
Volatility | Convertible Debt [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 49 | 65.5 |
Expected life of the options to convert | Warrants. | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 5.88 | |
Expected life of the options to convert | Convertible Debt [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.71 | 0.87 |
Expected life of the options to convert | Forward Purchase Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.71 | 0.87 |
Risk-free rate | Warrants. | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 1.33 | |
Risk-free rate | Convertible Debt [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 2.60 | 0.34 |
Risk-free rate | Forward Purchase Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 2.60 | 0.34 |
Dividend yield | Warrants. | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0 | |
Dividend yield | Convertible Debt [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0 | 0 |
Dividend yield | Forward Purchase Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0 | 0 |
Exercise price | Warrants. | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 11.50 | |
Exercise price | Convertible Debt [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 1 | 1 |
Exercise price | Forward Purchase Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 10 | 10 |
Stock price | Warrants. | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 9.82 | |
Stock price | Convertible Debt [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.22 | 0.50 |
Stock price | Forward Purchase Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 10.12 | 9.85 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Change in fair value of convertible note - related party | $ (45,956) | $ (41,748) | |
Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Warrant liabilities at the beginning of the period | 779,450 | $ 5,694,560 | 5,694,560 |
Transfer of Private Placement Warrants to Level 2 | (5,301,100) | ||
Change in fair value of derivative warrant liabilities | (7,451) | 385,990 | |
Warrant liabilities at end of period (unaudited) | 771,999 | 779,450 | 771,999 |
Convertible note - related party at the beginning of period | 1,057,764 | 1,053,556 | 1,053,556 |
Change in fair value of convertible note - related party | (45,956) | 4,208 | |
Convertible note - related party at the end of period (unaudited) | $ 1,011,808 | $ 1,057,764 | $ 1,011,808 |
Subsequent Events (Details)
Subsequent Events (Details) - Administrative Support Agreement - USD ($) | Jul. 14, 2022 | Nov. 09, 2021 |
Subsequent Event [Line Items] | ||
Expenses per month | $ 20,000 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Expenses per month | $ 30,000 |