Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 11, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Entity File Number | 001-40677 | |
Entity Registrant Name | ALPHA PARTNERS TECHNOLOGY MERGER CORP. | |
Entity Central Index Key | 0001845550 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1581691 | |
Entity Address, Address Line One | Empire State Building | |
Entity Address, Address Line Two | Suite 4215 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10001 | |
City Area Code | 852 | |
Local Phone Number | 2523 1056 | |
Title of 12(b) Security | Class A ordinary shares included as part of the Units, par value $0.0001 per share | |
Trading Symbol | APTM | |
Security Exchange Name | NASDAQ | |
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 Shell Company | true | |
Entity Ex Transition Period | false | |
Class A Ordinary Shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 29,115,000 | |
Class B Ordinary Shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,062,500 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant to acquire one Class A ordinary share | |
Trading Symbol | APTMU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
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 $11.50 | |
Trading Symbol | APTMW | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 1,392,907 | $ 2,124,185 |
Prepaid expenses | 367,250 | 340,290 |
Total current assets | 1,760,157 | 2,464,475 |
Prepaid insurance - noncurrent | 25,197 | 193,947 |
Investments held in trust account | 282,918,132 | 282,508,321 |
Total Assets | 284,703,486 | 285,166,743 |
Current liabilities: | ||
Accounts payable | 13,103 | 52,466 |
Accounts payable - related party | 22,158 | 48,273 |
Accrued expenses and other current liabilities | 485,455 | 92,515 |
Total current liabilities | 520,716 | 193,254 |
Warrant liabilities | 1,258,767 | 8,276,150 |
Deferred underwriting fee payable | 9,887,500 | 9,887,500 |
Total Liabilities | 11,666,983 | 18,356,904 |
Commitments (Note 6) | ||
Class A ordinary shares subject to possible redemption, 28,250,000 shares at redemption value | 282,918,132 | 282,508,321 |
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (9,882,422) | (15,699,275) |
Total Shareholders' Deficit | (9,881,629) | (15,698,482) |
Total Liabilities and Shareholders' Deficit | 284,703,486 | 285,166,743 |
Common Class A [Member] | ||
Shareholders' Deficit | ||
Common Stock | 87 | 87 |
Common Class B [Member] | ||
Shareholders' Deficit | ||
Common Stock | $ 706 | $ 706 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock par or stated 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 |
Common Class A [Member] | ||
Temporary equity, shares outstanding | 28,250,000 | 28,250,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 865,000 | 865,000 |
Common stock shares outstanding | 865,000 | 865,000 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 20,000,000 | 20,000,000 |
Common stock shares issued | 7,062,500 | 7,062,500 |
Common stock shares outstanding | 7,062,500 | 7,062,500 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED 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 | |
Operating and formation costs | $ 575,990 | $ 0 | $ 11,764 | $ 1,200,530 |
Loss from operations | (575,990) | 0 | (11,764) | (1,200,530) |
Interest and dividend income on investments held in Trust Account | 381,481 | 0 | 0 | 409,811 |
Changes in fair value of warrant liability | 3,203,124 | 215,625 | (814,583) | 7,017,383 |
Loss on sale of warrants | 0 | 0 | (1,213,542) | 0 |
Net income (loss) | 3,008,615 | 215,625 | (2,039,889) | 6,226,664 |
Common Class A [Member] | ||||
Net income (loss) | $ 2,421,279 | $ 0 | $ 0 | $ 5,011,107 |
Basic weighted average shares outstanding | 29,115,000 | 0 | 0 | 29,115,000 |
Diluted weighted average shares outstanding | 29,115,000 | 0 | 0 | 29,115,000 |
Basic net income (loss) per share | $ 0.08 | $ 0 | $ 0 | $ 0.17 |
Diluted net income (loss) per share | $ 0.08 | $ 0 | $ 0 | $ 0.17 |
Common Class B [Member] | ||||
Net income (loss) | $ 587,336 | $ 215,625 | $ (2,039,889) | $ 1,215,557 |
Basic weighted average shares outstanding | 7,062,500 | 6,250,000 | 6,250,000 | 7,062,500 |
Diluted weighted average shares outstanding | 7,062,500 | 6,250,000 | 6,250,000 | 7,062,500 |
Basic net income (loss) per share | $ 0.08 | $ 0.03 | $ (0.33) | $ 0.17 |
Diluted net income (loss) per share | $ 0.08 | $ 0.03 | $ (0.33) | $ 0.17 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Class A [Member] | Common Class A [Member] Common Stock [Member] | Common Class B [Member] | Common Class B [Member] Common Stock [Member] | |
Beginning Balance (in shares) at Feb. 04, 2021 | 0 | 0 | ||||||
Beginning Balance at Feb. 04, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Issuance of Class B ordinary shares included in the Founder Units to an affiliate of the Sponsor, Shares | [1] | 0 | 7,187,500 | |||||
Issuance of Class B ordinary shares included in the Founder Units to an affiliate of the Sponsor | [1] | 16,667 | 15,948 | 0 | $ 0 | $ 719 | ||
Net income | (2,255,514) | (2,255,514) | ||||||
Ending balance at Mar. 31, 2021 | (2,238,847) | 15,948 | (2,255,514) | $ 0 | $ 719 | |||
Ending balance (in shares) at Mar. 31, 2021 | 0 | 7,187,500 | ||||||
Beginning Balance (in shares) at Feb. 04, 2021 | 0 | 0 | ||||||
Beginning Balance at Feb. 04, 2021 | 0 | 0 | 0 | $ 0 | $ 0 | |||
Net income | (2,039,889) | $ 0 | $ (2,039,889) | |||||
Ending balance at Jun. 30, 2021 | (2,023,222) | 15,948 | (2,039,889) | $ 0 | $ 719 | |||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 7,187,500 | ||||||
Beginning Balance (in shares) at Mar. 31, 2021 | 0 | 7,187,500 | ||||||
Beginning Balance at Mar. 31, 2021 | (2,238,847) | 15,948 | (2,255,514) | $ 0 | $ 719 | |||
Net income | 215,625 | 215,625 | 0 | 215,625 | ||||
Ending balance at Jun. 30, 2021 | (2,023,222) | 15,948 | (2,039,889) | $ 0 | $ 719 | |||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 7,187,500 | ||||||
Beginning Balance (in shares) at Dec. 31, 2021 | 865,000 | 7,062,500 | ||||||
Beginning Balance at Dec. 31, 2021 | (15,698,482) | 0 | (15,699,275) | $ 87 | $ 706 | |||
Remeasurement of Class A ordinary shares to redemption amount | (28,330) | (28,330) | ||||||
Net income | 3,218,049 | 3,218,049 | ||||||
Ending balance at Mar. 31, 2022 | (12,508,763) | 0 | (12,509,556) | $ 87 | $ 706 | |||
Ending balance (in shares) at Mar. 31, 2022 | 865,000 | 7,062,500 | ||||||
Beginning Balance (in shares) at Dec. 31, 2021 | 865,000 | 7,062,500 | ||||||
Beginning Balance at Dec. 31, 2021 | (15,698,482) | 0 | (15,699,275) | $ 87 | $ 706 | |||
Net income | 6,226,664 | 5,011,107 | 1,215,557 | |||||
Ending balance at Jun. 30, 2022 | (9,881,629) | 0 | (9,882,422) | $ 87 | $ 706 | |||
Ending balance (in shares) at Jun. 30, 2022 | 865,000 | 7,062,500 | ||||||
Beginning Balance (in shares) at Mar. 31, 2022 | 865,000 | 7,062,500 | ||||||
Beginning Balance at Mar. 31, 2022 | (12,508,763) | 0 | (12,509,556) | $ 87 | $ 706 | |||
Remeasurement of Class A ordinary shares to redemption amount | (381,481) | (381,481) | ||||||
Net income | 3,008,615 | 3,008,615 | $ 2,421,279 | $ 587,336 | ||||
Ending balance at Jun. 30, 2022 | $ (9,881,629) | $ 0 | $ (9,882,422) | $ 87 | $ 706 | |||
Ending balance (in shares) at Jun. 30, 2022 | 865,000 | 7,062,500 | ||||||
[1]Included up to 937,500 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The underwriters partially exercised their over-allotment option on August 5, 2021 and forfeited the remainder of the option; thus, 125,000 Founder Shares were forfeited by the Sponsor. |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Parenthetical) - Common Class B [Member] - shares | Jun. 30, 2022 | Aug. 05, 2021 |
Common shares subject to forfeiture | 937,500 | |
Over-Allotment Option [Member] | ||
Common shares subject to forfeiture | 125,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | ||||
Net income (loss) | $ 3,008,615 | $ 215,625 | $ (2,039,889) | $ 6,226,664 |
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Interest and dividend income on investments held in Trust Account | (381,481) | 0 | 0 | (409,811) |
Payment of formation costs through issuance of Class B ordinary shares | 11,764 | 0 | ||
Changes in fair value of warrant liability | (3,203,124) | (215,625) | 814,583 | (7,017,383) |
Loss on sale of warrants | 0 | 0 | 1,213,542 | 0 |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 0 | 141,790 | ||
Accounts payable | 0 | (39,363) | ||
Accounts payable - related party | 0 | (26,115) | ||
Accrued expenses and other current liabilities | 0 | 392,940 | ||
Net cash used in operating activities | 0 | (731,278) | ||
Cash Flows from Financing Activities: | ||||
Advance from anchor investor | 500,681 | 0 | ||
Repayment of advance from anchor investor | (681) | 0 | ||
Net cash provided by financing activities | 500,000 | 0 | ||
Net Change in Cash | 500,000 | (731,278) | ||
Cash - Beginning of period | 0 | 2,124,185 | ||
Cash - End of period | $ 1,392,907 | $ 500,000 | 500,000 | 1,392,907 |
Non-cash investing and financing activities | ||||
Initial classification of warrant liability | 1,221,875 | 0 | ||
Deferred offering costs included in accrued offering costs | 372,065 | 0 | ||
Deferred offering costs included in promissory note - related party | 151,402 | 0 | ||
Deferred offering costs paid by an affiliate of the Sponsor in exchange for issuance of Founder Units | 13,236 | 0 | ||
Remeasurement of Class A ordinary shares to redemption amount as of June 30, 2022 | $ 0 | $ 409,811 |
Description of Organization and
Description of Organization and Business Operations and Liquidity | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations and Liquidity | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY Alpha Partners Technology Merger Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on February 5, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity for the six months ended June 30, 2022 and for the period from February 5, 2021 (inception) through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) which is described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering was declared effective on July 27, 2021. On July 30, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 800,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to Alpha Partners Technology Merger Sponsor LLC (the “Sponsor”) and certain anchor investors (the “Anchor Investors”), generating gross proceeds of $8,000,000, which is described in Note 4. The Company had granted the underwriters in the Initial Public Offering a 45-day Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of 65,000 units (the “Over-Allotment Private Placement Units”) at a purchase price of $10.00 per unit in a private placement to the Sponsor, generating gross proceeds of $650,000. Upon closing of the Initial Public Offering, the sale of the Private Placement Units, the sale of the Over-Allotment Units, and the sale of the Over-Allotment Private Placement Units, a total of $282,500,000 was placed in a trust account (the “Trust Account”) and was invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company will provide the holders of its outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Company’s Sponsor, officers and directors have agreed to waive (i) redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within 24 months from the closing of the Initial Public Offering or with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial The Company will have until 24 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten per-share The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed 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 discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay tax obligations, provided that such liability will not apply to any claims by a third party or prospective partner business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding 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. Liquidity and Going Concern As of June 30, 2022, the Company had $1,392,907 in cash held outside of the Trust Account and a working capital surplus of $1,239,441, which may not be sufficient for the Company to operate for at least the next 12 months from the issuance of the unaudited condensed financial statements. The Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required under the Working Capital Loans (as defined in Note 5). There is no assurance that the Company’s attempts to find a partner for an initial Business Combination will be successful or successful within the Combination Period or that the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors will loan the Company funds as may be required under the Working Capital Loans (as defined in Note 5). The Company will have until July 30, 2023 to complete a Business Combination. If a Business Combination is not consummated by July 30, 2023 there will be a mandatory liquidation and subsequent dissolution of the Company. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing which may be unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. The Company has elected to implement the aforementioned exemptions. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. The initial valuation of the Public Warrants (as defined in Note 3) and Class A ordinary shares subject to redemption, and the quarterly valuation of the Private Placement Warrants (as defined in Note 4) required management to exercise significant judgement in its estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,392,907 and $2,124,185 in cash as of June 30, 2022 and December 31, 2021, respectively. The Company did not have any cash equivalents as of June 30, 2022 or December 31, 2021. Investments Held in Trust Account Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gains (losses) on investments held in Trust Account in the accompanying condensed statements of operations. Interest and dividend income on these securities is included in interest and dividend income on investments held in Trust Account in the accompanying condensed statements of operations. At June 30, 2022 and December 31, 2021, the investments held in the Trust Account totaled $282,918,132 and $282,508,321, respectively. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash Class A Ordinary Shares Subject to Possible Redemption All of the 28,250,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering and subsequent partial exercise of the underwriters’ over-allotment option contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As of June 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: Allocated Fair Value of Proceeds $ 272,895,000 Less: Issuance costs allocated to Class A ordinary shares (14,937,225 ) Plus: Initial remeasurement of carrying value to redemption value 24,542,225 Remeasurement of carrying value to redemption value as of December 31, 2021 8,321 Class A ordinary shares subject to possible redemption as of December 31, 2021 282,508,321 Plus: Remeasurement of carrying value to redemption value as of March 31, 2022 28,330 Remeasurement of carrying value to redemption value as of June 30, 2022 381,481 Class A ordinary shares subject to possible redemption as of June 30, 2022 $ 282,918,132 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs and SEC Staff Accounting Bulletin Topic 5A— Expenses of Offering The Company was reimbursed $1,169,000 by the underwriters for offering costs associated with the Initial Public Offering. The Company recorded $14,937,225 of offering costs as a reduction of temporary equity in connection with the redeemable Class A ordinary shares included in the Units. The Company immediately expensed $540,944 of offering costs in connection with the Public Warrants and Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s unaudited condensed financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. Net Income (Loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. Remeasurement associated with the redeemable Class A ordinary shares is excluded from net income (loss) per share as the redemption value approximates fair value. Therefore, the income (loss) per share calculation allocates income (losses) shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net income (loss) per share is the same for Class A and Class B ordinary shares. The Company has not considered the effect of the Public Warrants (as defined in Note 3), Private Placement Warrants (as defined in Note 4), and Founder Warrants (as defined in Note 5) to purchase an aggregate of 12,059,166 shares in the calculation of income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended June 30, Three Months Ended Six Months Ended June 30, For the Period from 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 share: Numerator: Net income (loss) $ 2,421,279 $ 587,336 $ — $ 215,625 $ 5,011,107 $ 1,215,557 $ — $ (2,039,889 ) Denominator: Basic and diluted weighted average shares outstanding 29,115,000 7,062,500 — 6,250,000 29,115,000 7,062,500 — 6,250,000 Basic and diluted net income (loss) per share $ 0.08 $ 0.08 $ — $ 0.03 $ 0.17 $ 0.17 $ — $ (0.33 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the condensed balance sheets for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on July 27, 2021. On July 30, 2021, the Company completed its Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of one-third The Company had granted the underwriters in the Initial Public Offering a 45-day |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and certain Anchor Investors purchased an aggregate of 800,000 Units at a price of $10.00 per Private Placement Unit ($8,000,000 in the aggregate). Each Private Placement Unit is exercisable to purchase one Class A ordinary share (the “Private Placement Shares”) and one-third the Simultaneously with the closing of the exercise of the over-allotment option (see Note 6), the Company consummated the sale of 65,000 Over-Allotment Private Placement Units at a purchase price of $10.00 per unit in a private placement to the Sponsor, generating gross proceeds of $650,000. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 5, 2021, an affiliate of the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 7,187,500 founder units (“Founder Units”), which were subsequently transferred to the Sponsor. Each Founder Unit consists of one Class B ordinary share and one-third as-converted The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell (i) any of their Founder Units or Founder Shares until the earliest of (A) one year after the completion of an initial Business Combination and (B) subsequent to an initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading sub-divisions, 30-trading lock-up. Promissory Note - Related Party On February 5, 2021, the Company issued an unsecured promissory note to an affiliate of the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate of $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest Administrative Support Agreement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay an affiliate of the Sponsor $55,000 per month for office space, secretarial and administrative support services. Upon the completion of an initial Business Combination or liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2022, the Company incurred expenses of $165,000 and $330,000, respectively. For the three months ended June 30, 2021 and the period from February 5, 2021 (inception) through June 31, 2021, the Company incurred expenses of $0 under this agreement. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Up to 1,500,000 of such loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. As of June 30, 2022 and December 31, 2021, there were no Working Capital Loans outstanding. Accounts Payable—Related Party As of June 30, 2022 and December 31, 2021, $22,158 and $48,273, respectively, was payable by the Company to the Sponsor for services related to the search for an initial Business Combination target. |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 6. COMMITMENTS Registration and Shareholder Rights Agreement The holders of the Founder Units, Private Placement Units, warrants underlying the Founder Units and Private Placement Units and units that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the warrants underlying the Founder Units and Private Placement Units and units issued upon conversion of the Working Capital Loans) have registration and shareholder rights to require the Company to register a sale of any of its securities held by them pursuant to a registration and shareholder rights agreement entered into on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,650,000 in the aggregate, upon the closing of the Initial Public Offering and partial exercise of the over-allotment option. In addition, $0.35 per unit, or $9,887,500 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Warrants [Abstract] | |
Warrants | NOTE 7. WARRANTS As of June 30, 2022 and December 31, 2021, there were 2,354,166 Founder Warrants, 288,334 Private Placement Warrants, and 9,416,666 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the satisfying the obligations described below with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of an initial Business Combination, the Company will use the commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use the commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so appoint, the Company will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of an initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use the best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported closing price of the Class A ordinary shares for any 20 trading days within a 30-trading sub-divisions, The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares is available throughout the 30-day Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that during such 30 day period holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined below) except as otherwise described below; provided, further, that if the warrants are not exercised on a cashless basis or otherwise during such 30 day period, the Company shall redeem such warrants for $0.10 per share; and • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like and certain issuances of Class A ordinary shares and equity linked securities) on the trading day before the Company sends the notice of redemption to the warrant holders. The value of the Company’s Class A ordinary shares shall mean the volume weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10-trading In addition, if (x) the Company issues additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary 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 the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination, and (z) the volume-weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day after the day on which the Company consummates an initial Business Combination is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00.” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00.” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Units (including the Private Placement Shares, the Private Placement Warrants and Class A ordinary shares issuable upon exercise of such warrants) will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable The Company accounts for the 9,705,000 warrants issued in connection with the Initial Public Offering (including 9,416,666 Public Warrants and 288,334 Private Placement Warrants) and the 2,354,166 Founder Warrants in accordance with the guidance contained in ASC 815-40. The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value at issuance. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units in the Initial Public Offering equal to its fair value. The Private Placement Warrants were allocated a portion of the proceeds from the issuance of the Private Placement Units equal to its fair value. The warrant liabilities are subject to re-measurement re-measurement, |
Shareholder's Deficit
Shareholder's Deficit | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholder's Deficit | NOTE 8. SHAREHOLDERS’ DEFICIT Preference shares Class A ordinary shares Class B ordinary shares 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 Company’s shareholders except as required by law. Prior to an initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of an 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 one |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9. FAIR VALUE MEASUREMENTS The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Value Level 1 Level 2 Level 3 June 30, 2022 Assets Investments held in Trust Account: Money Market investments $ 282,918,132 $ 282,918,132 $ — $ — Liabilities Warrant liability – Founder Warrants $ 282,500 $ — $ — $ 282,500 Warrant liability – Private Placement Warrants $ 34,600 $ — $ — $ 34,600 Warrant liability – Public Warrants $ 941,667 $ 941,667 $ — $ — December 31, 2021 Assets Investments held in Trust Account: Money Market investments $ 282,508,321 $ 282,508,321 $ — $ — Liabilities Warrant liability – Founder Warrants $ 1,836,249 $ — $ — $ 1,836,249 Warrant liability – Private Placement 224,901 — — 224,901 Warrant liability – Public Warrants 6,215,000 6,215,000 — — The Company utilized a binomial/lattice model for the initial valuation the Public Warrants. The subsequent measurement of the Public Warrants as of June 30, 2022 and December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker APTMW. The quoted price of the Public Warrants was $0.10 and $0.66 per warrant as of June 30, 2022 and December 31, 2021, respectively. The Company utilizes a Black-Scholes Option Pricing Model to value the Founder Warrants and Private Placement Warrants at each reporting period, with changes in fair value recognized in the condensed statements of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a Black-Scholes Option Pricing Model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates volatility based on research on comparable companies with the same type of warrants along with the implied volatilities shortly after they start trading. The risk-free interest rate is based on the U.S. Treasury zero-coupon Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in September 2021 after the Public Warrants were separately listed and traded. The following table provides the significant unobservable inputs used in the binomial/lattice model for the initial valuation the Public Warrants: As of July 30, Stock price $ 9.66 Strike price $ 11.50 Term (in years) 5.5 Volatility 20.0 % Risk-free rate 0.8 % Dividend yield — % Probability of completing a Business Combination 80.0 % Fair value of warrants $ 1.02 The following table provides the significant inputs to the Black-Scholes Option Pricing Model for the fair value of the Founder Warrants: As of June 30, As of December 31, 2021 Stock price $ 9.68 $ 9.70 Strike price $ 11.50 $ 11.50 Term (in years) 5.5 5.5 Volatility 2.2 % 15.0 % Risk-free rate 3.0 % 1.3 % Dividend yield — % — % Probability of completing a Business Combination 70.0 % 80.0 % Fair value of warrants $ 0.12 $ 0.78 The following table provides the significant inputs to the Black-Scholes Option Pricing Model fair value of the Private Placement Warrants: As of June 30, As of December 31, 2021 Stock price $ 9.68 $ 9.70 Strike price $ 11.50 $ 11.50 Term (in years) 5.5 5.5 Volatility 2.2 % 15.0 % Risk-free rate 3.0 % 1.3 % Dividend yield — % — % Probability of completing a Business Combination 70.0 % 80.0 % Fair value of warrants $ 0.12 $ 0.78 The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Fair value as of February 5, 2021 (inception) $ — Initial measurement of Founder Warrants as of February 5, 2021 1,221,875 Initial measurement of Public Warrants and Private Placement Warrants as of July 30, 2021 8,780,000 Initial measurement of over-allotment warrants 1,127,750 Transfer of Public Warrants to Level 1 measurement (5,179,166 ) Forfeiture of Founder Warrants (45,834 ) Change in fair value of Public Warrants, Private Placement Warrants, and Founder Warrants (3,843,475 ) Fair value as of December 31, 2021 2,061,150 Change in fair value of Private Placement Warrants and Founder Warrants (1,083,425 ) Fair value as of March 31, 2022 977,725 Change in fair value of Private Placement Warrants and Founder Warrants (660,625 ) Fair value as of June 30, 2022 $ 317,100 The Company recognized a gain in connection with the change in the fair value of warrant liabilities of $3,203,124 and $7,017,383 in the condensed statements of operations for the three and six months ended June 30, 2022, respectively. The Company recorded a gain in connection with the change in the fair value of warrant liabilities of $215,625 for the three months ended June 30, 2021. The Company recorded a loss in connection with the change in the fair value of warrant liabilities of $814,583 for the period from February 5, 2021 (inception) through June 30, 2021. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. The Company has elected to implement the aforementioned exemptions. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. The initial valuation of the Public Warrants (as defined in Note 3) and Class A ordinary shares subject to redemption, and the quarterly valuation of the Private Placement Warrants (as defined in Note 4) required management to exercise significant judgement in its estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,392,907 and $2,124,185 in cash as of June 30, 2022 and December 31, 2021, respectively. The Company did not have any cash equivalents as of June 30, 2022 or December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gains (losses) on investments held in Trust Account in the accompanying condensed statements of operations. Interest and dividend income on these securities is included in interest and dividend income on investments held in Trust Account in the accompanying condensed statements of operations. At June 30, 2022 and December 31, 2021, the investments held in the Trust Account totaled $282,918,132 and $282,508,321, respectively. |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption All of the 28,250,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering and subsequent partial exercise of the underwriters’ over-allotment option contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As of June 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: Allocated Fair Value of Proceeds $ 272,895,000 Less: Issuance costs allocated to Class A ordinary shares (14,937,225 ) Plus: Initial remeasurement of carrying value to redemption value 24,542,225 Remeasurement of carrying value to redemption value as of December 31, 2021 8,321 Class A ordinary shares subject to possible redemption as of December 31, 2021 282,508,321 Plus: Remeasurement of carrying value to redemption value as of March 31, 2022 28,330 Remeasurement of carrying value to redemption value as of June 30, 2022 381,481 Class A ordinary shares subject to possible redemption as of June 30, 2022 $ 282,918,132 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs and SEC Staff Accounting Bulletin Topic 5A— Expenses of Offering The Company was reimbursed $1,169,000 by the underwriters for offering costs associated with the Initial Public Offering. The Company recorded $14,937,225 of offering costs as a reduction of temporary equity in connection with the redeemable Class A ordinary shares included in the Units. The Company immediately expensed $540,944 of offering costs in connection with the Public Warrants and |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s unaudited condensed financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. Remeasurement associated with the redeemable Class A ordinary shares is excluded from net income (loss) per share as the redemption value approximates fair value. Therefore, the income (loss) per share calculation allocates income (losses) shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net income (loss) per share is the same for Class A and Class B ordinary shares. The Company has not considered the effect of the Public Warrants (as defined in Note 3), Private Placement Warrants (as defined in Note 4), and Founder Warrants (as defined in Note 5) to purchase an aggregate of 12,059,166 shares in the calculation of income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended June 30, Three Months Ended Six Months Ended June 30, For the Period from 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 share: Numerator: Net income (loss) $ 2,421,279 $ 587,336 $ — $ 215,625 $ 5,011,107 $ 1,215,557 $ — $ (2,039,889 ) Denominator: Basic and diluted weighted average shares outstanding 29,115,000 7,062,500 — 6,250,000 29,115,000 7,062,500 — 6,250,000 Basic and diluted net income (loss) per share $ 0.08 $ 0.08 $ — $ 0.03 $ 0.17 $ 0.17 $ — $ (0.33 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the condensed balance sheets for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Class A ordinary shares reflected in the condensed balance sheet | As of June 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: Allocated Fair Value of Proceeds $ 272,895,000 Less: Issuance costs allocated to Class A ordinary shares (14,937,225 ) Plus: Initial remeasurement of carrying value to redemption value 24,542,225 Remeasurement of carrying value to redemption value as of December 31, 2021 8,321 Class A ordinary shares subject to possible redemption as of December 31, 2021 282,508,321 Plus: Remeasurement of carrying value to redemption value as of March 31, 2022 28,330 Remeasurement of carrying value to redemption value as of June 30, 2022 381,481 Class A ordinary shares subject to possible redemption as of June 30, 2022 $ 282,918,132 |
Summary of basic and diluted loss per ordinary share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended June 30, Three Months Ended Six Months Ended June 30, For the Period from 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 share: Numerator: Net income (loss) $ 2,421,279 $ 587,336 $ — $ 215,625 $ 5,011,107 $ 1,215,557 $ — $ (2,039,889 ) Denominator: Basic and diluted weighted average shares outstanding 29,115,000 7,062,500 — 6,250,000 29,115,000 7,062,500 — 6,250,000 Basic and diluted net income (loss) per share $ 0.08 $ 0.08 $ — $ 0.03 $ 0.17 $ 0.17 $ — $ (0.33 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of information about the Company's financial assets and liabilities that are measured at fair value on a recurring basis | The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Value Level 1 Level 2 Level 3 June 30, 2022 Assets Investments held in Trust Account: Money Market investments $ 282,918,132 $ 282,918,132 $ — $ — Liabilities Warrant liability – Founder Warrants $ 282,500 $ — $ — $ 282,500 Warrant liability – Private Placement Warrants $ 34,600 $ — $ — $ 34,600 Warrant liability – Public Warrants $ 941,667 $ 941,667 $ — $ — December 31, 2021 Assets Investments held in Trust Account: Money Market investments $ 282,508,321 $ 282,508,321 $ — $ — Liabilities Warrant liability – Founder Warrants $ 1,836,249 $ — $ — $ 1,836,249 Warrant liability – Private Placement 224,901 — — 224,901 Warrant liability – Public Warrants 6,215,000 6,215,000 — — |
Summary of significant inputs to the Black-Scholes Option Pricing Model for the fair value of the Founder Warrants | The following table provides the significant unobservable inputs used in the binomial/lattice model for the initial valuation the Public Warrants: As of July 30, Stock price $ 9.66 Strike price $ 11.50 Term (in years) 5.5 Volatility 20.0 % Risk-free rate 0.8 % Dividend yield — % Probability of completing a Business Combination 80.0 % Fair value of warrants $ 1.02 The following table provides the significant inputs to the Black-Scholes Option Pricing Model for the fair value of the Founder Warrants: As of June 30, As of December 31, 2021 Stock price $ 9.68 $ 9.70 Strike price $ 11.50 $ 11.50 Term (in years) 5.5 5.5 Volatility 2.2 % 15.0 % Risk-free rate 3.0 % 1.3 % Dividend yield — % — % Probability of completing a Business Combination 70.0 % 80.0 % Fair value of warrants $ 0.12 $ 0.78 The following table provides the significant inputs to the Black-Scholes Option Pricing Model fair value of the Private Placement Warrants: As of June 30, As of December 31, 2021 Stock price $ 9.68 $ 9.70 Strike price $ 11.50 $ 11.50 Term (in years) 5.5 5.5 Volatility 2.2 % 15.0 % Risk-free rate 3.0 % 1.3 % Dividend yield — % — % Probability of completing a Business Combination 70.0 % 80.0 % Fair value of warrants $ 0.12 $ 0.78 |
Summary of changes in the fair value of the Company's Level 3 financial instruments that are measured at fair value | The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Fair value as of February 5, 2021 (inception) $ — Initial measurement of Founder Warrants as of February 5, 2021 1,221,875 Initial measurement of Public Warrants and Private Placement Warrants as of July 30, 2021 8,780,000 Initial measurement of over-allotment warrants 1,127,750 Transfer of Public Warrants to Level 1 measurement (5,179,166 ) Forfeiture of Founder Warrants (45,834 ) Change in fair value of Public Warrants, Private Placement Warrants, and Founder Warrants (3,843,475 ) Fair value as of December 31, 2021 2,061,150 Change in fair value of Private Placement Warrants and Founder Warrants (1,083,425 ) Fair value as of March 31, 2022 977,725 Change in fair value of Private Placement Warrants and Founder Warrants (660,625 ) Fair value as of June 30, 2022 $ 317,100 |
Description of Organization a_2
Description of Organization and Business Operations and Liquidity - Additional Information (Detail) - USD ($) | 6 Months Ended | |||
Aug. 05, 2021 | Jul. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Date of incorporation | Feb. 05, 2021 | |||
Payments to acquire restricted investment | $ 282,500,000 | |||
Terms of restricted investment | 185 days | |||
Temporary equity, Redemption price per share | $ 10 | |||
Minimum net worth to consummate business combination | $ 5,000,001 | |||
Percentage of Temporary equity redemption restriction | 15% | |||
Combination Period | 24 months | |||
Percentage of public shares to be redeemed on non completion of business combination | 100% | |||
Threshold number of business days for redemption | 10 days | |||
Expenses payable on dissolution | $ 100,000 | |||
Cash | 1,392,907 | $ 2,124,185 | ||
Working capital | $ 1,239,441 | |||
Public Shares [Member] | ||||
Share price | $ 10 | |||
IPO [Member] | Public Shares [Member] | ||||
Stock issued during period, Shares | 25,000,000 | |||
Shares issued price per share | $ 10 | $ 10 | ||
Proceeds from issuance, Initial Public Offering | $ 250,000,000 | |||
Private Placement [Member] | Private Placement Units [Member] | ||||
Sale of stock, Number of shares issued | 800,000 | |||
Sale of stock, Price per share | $ 10 | |||
Proceeds from issuance of Private placement | $ 8,000,000 | |||
Over-Allotment Option [Member] | Private Placement Units [Member] | ||||
Stock issued during period, Shares | 65,000 | |||
Sale of stock, Number of shares issued | 65,000 | |||
Sale of stock, Price per share | $ 10 | |||
Proceeds from issuance or sale of equity | $ 650,000 | |||
Common Class A [Member] | IPO [Member] | ||||
Stock issued during period, Shares | 28,250,000 | |||
Common Class A [Member] | Over-Allotment Option [Member] | ||||
Stock issued during period, Shares | 3,250,000 | |||
Option vesting period | 45 days | |||
Common stock shares subscribed but not issued | 3,750,000 | |||
Proceeds from the issuance of common stock | $ 32,500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary Of Class A Ordinary Shares Reflected In The Condensed Balance Sheet (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 11 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Allocated Fair Value of Proceeds | $ 272,895,000 | ||
Less: Issuance costs allocated to Class A ordinary shares | (14,937,225) | ||
Class A ordinary shares subject to possible redemption | $ 282,918,132 | 282,508,321 | |
Initial remeasurement of carrying value to redemption value | 24,542,225 | ||
Plus: Remeasurement of carrying value to redemption value | $ 28,330 | $ 381,481 | $ 8,321 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary Of Basic And Diluted Loss Per Ordinary Share (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Numerator: | ||||||
Net income (loss) | $ (2,255,514) | $ 3,008,615 | $ 3,218,049 | $ 215,625 | $ (2,039,889) | $ 6,226,664 |
Common Class A [Member] | ||||||
Numerator: | ||||||
Net income (loss) | $ 2,421,279 | $ 0 | $ 0 | $ 5,011,107 | ||
Denominator: | ||||||
Basic weighted average shares outstanding | 29,115,000 | 0 | 0 | 29,115,000 | ||
Diluted weighted average shares outstanding | 29,115,000 | 0 | 0 | 29,115,000 | ||
Basic net income (loss) per share | $ 0.08 | $ 0 | $ 0 | $ 0.17 | ||
Diluted net income (loss) per share | $ 0.08 | $ 0 | $ 0 | $ 0.17 | ||
Common Class B [Member] | ||||||
Numerator: | ||||||
Net income (loss) | $ 587,336 | $ 215,625 | $ (2,039,889) | $ 1,215,557 | ||
Denominator: | ||||||
Basic weighted average shares outstanding | 7,062,500 | 6,250,000 | 6,250,000 | 7,062,500 | ||
Diluted weighted average shares outstanding | 7,062,500 | 6,250,000 | 6,250,000 | 7,062,500 | ||
Basic net income (loss) per share | $ 0.08 | $ 0.03 | $ (0.33) | $ 0.17 | ||
Diluted net income (loss) per share | $ 0.08 | $ 0.03 | $ (0.33) | $ 0.17 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 6 Months Ended | 11 Months Ended | |
Aug. 05, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Cash | $ 1,392,907 | $ 2,124,185 | |
Cash equivalents | 0 | 0 | |
Unrecognized tax benefits | 0 | 0 | |
Accrued for interest and penalties | 0 | 0 | |
Cash, FDIC insured amount | 250,000 | ||
Underwriting fees Paid | 5,650,000 | ||
Transaction costs | 16,641,377 | ||
Deferred underwriting fees noncurrent | 9,887,500 | 9,887,500 | |
Other Offering Costs | 967,198 | ||
Offering costs recognised as a reduction of temporary equity | 14,937,225 | ||
Expensed offering costs | 540,944 | ||
Investments held in trust account | $ 282,918,132 | 282,508,321 | |
Common Class A [Member] | Warrant [Member] | |||
Class of warrants or rights, Securities called by warrents | 12,059,166 | ||
Over-Allotment Option [Member] | |||
Offering Cost Initial Public Offering | $ 136,679 | ||
Over-Allotment Option [Member] | Common Class A [Member] | |||
Stock issued during the period shares new issues | 3,250,000 | ||
IPO [Member] | |||
Reimbursement of offering costs | $ 1,169,000 | ||
IPO [Member] | Common Class A [Member] | |||
Stock issued during the period shares new issues | 28,250,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
Aug. 05, 2021 | Jul. 30, 2021 | Jun. 30, 2022 | |
Stock conversion basis | Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”) | ||
IPO [Member] | Public Shares [Member] | |||
Stock issued during period, Shares | 25,000,000 | ||
Shares issued price per share | $ 10 | $ 10 | |
Proceeds from issuance, Initial Public Offering | $ 250,000,000 | ||
Common Stock [Member] | Over-Allotment Option [Member] | |||
Option vesting period | 45 days | ||
Common stock shares subscribed but not issued | 3,750,000 | ||
Common Class A [Member] | Public Warrant [Member] | |||
Class of warrant or right, Exercise price of warrant | $ 11.5 | $ 1 | |
Common Class A [Member] | IPO [Member] | |||
Stock issued during period, Shares | 28,250,000 | ||
Common Class A [Member] | Over-Allotment Option [Member] | |||
Stock issued during period, Shares | 3,250,000 | ||
Option vesting period | 45 days | ||
Common stock shares subscribed but not issued | 3,750,000 | ||
Proceeds from the issuance of common stock | $ 32,500,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Aug. 05, 2021 | Jul. 30, 2021 |
Warrants issued per private placement unit | 0.33 | |
Private Placement [Member] | Private Placement Units [Member] | ||
Sale of stock, Number of shares issued | 800,000 | |
Sale of stock, Price per share | $ 10 | |
Proceeds from issuance of Private placement | $ 8,000,000 | |
Over-Allotment Option [Member] | Private Placement Units [Member] | ||
Sale of stock, Number of shares issued | 65,000 | |
Sale of stock, Price per share | $ 10 | |
Proceeds from issuance or sale of equity | $ 650,000 | |
Common Class A [Member] | Private Placement Units [Member] | ||
Exercise price of private placement warrant | $ 11.5 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 11 Months Ended | ||||
Sep. 11, 2021 | Aug. 05, 2021 | Feb. 05, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||||
Class of warrants or rights issued during the period units | 9,705,000 | |||||||
Related party transaction expenses | $ 165,000 | $ 330,000 | ||||||
Working Capital Loan Outstanding | 0 | $ 0 | ||||||
Founder Shares [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of warrants subject to forfeiture | 41,667 | 41,667 | ||||||
Administrative Support Services [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction expenses | $ 0 | $ 0 | ||||||
Sponsor [Member] | Unsecured Promissory Note Borrowed From Related Party [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument face value | $ 300,000 | |||||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Working capital debt convertible into equity warrants | $ 1,500,000 | |||||||
Debt instrument conversion price per share | $ 10 | |||||||
Sponsor [Member] | Administrative Support Services [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction expenses | $ 55,000 | |||||||
Sponsor [Member] | Services Related To Initial Business Combination [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to Related Parties | $ 22,158 | $ 48,273 | ||||||
Founder Warrants [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Class of warrants or rights issued during the period units | (2,395,833) | |||||||
Class of warrants or rights subject to forfeiture | 312,500 | |||||||
Class B Ordinary Shares [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during the period, value | $ 25,000 | |||||||
Stock issued during period, Shares | 7,187,500 | |||||||
Common stock shares subject to forfeiture | 937,500 | |||||||
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock shares subject to forfeiture | 125,000 | |||||||
Common shares subject to forfeiture | 125,000 | 125,000 | ||||||
Class B Ordinary Shares [Member] | Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of common stock shares outstanding | 20% | |||||||
Common stock shares lock in period | 1 year | |||||||
Class A Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, Shares | 3,250,000 | |||||||
Class A Ordinary Shares [Member] | Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share price | $ 12 | |||||||
Number of trading days for determining the share price | 20 days | |||||||
Number of consecutive trading days for determining the share price | 30 days | |||||||
Waiting period after business combination for determining the share price | 150 days |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - Underwriting Agreement [Member] - USD ($) | Sep. 11, 2021 | Aug. 05, 2021 | Jul. 30, 2021 |
Other Commitments [Line Items] | |||
Deferred underwriting discount per share | $ 0.35 | ||
Deferred underwriting commission | $ 9,887,500 | ||
Over-Allotment Option [Member] | |||
Other Commitments [Line Items] | |||
Period granted for exercising the option | 45 days | ||
Common stock shares subscribed but not issued | 3,750,000 | ||
Stock issued during the period shares new issues | 3,250,000 | ||
Shares issued price per share | $ 10 | ||
Proceeds from the issuance of common stock | $ 32,500,000 | ||
Shares issued, shares, share-based payment arrangement, forfeited | 125,000 | ||
Initial Public Offering And Over allotment [Member] | |||
Other Commitments [Line Items] | |||
Cash underwriting discount per share | $ 0.2 | ||
Payment of underwriting discount | $ 5,650,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - $ / shares | 6 Months Ended | 11 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Warrants [Line Items] | ||
Class of warrants or rights issued during the period units | 9,705,000 | |
Event Triggering Adjustment To Exercise Price Of Warrants [Member] | ||
Warrants [Line Items] | ||
Shares issued price per share | $ 9.2 | |
Volume weighted average price of shares | $ 9.2 | |
Proceeds used for business combination as a percentage of total equity proceeds | 60% | |
Number of trading days for determining the weighted volume weighted average share price | 10 days | |
Event Triggering Adjustment To Exercise Price Of Warrants [Member] | As A Percentage Of Market Value [Member] | ||
Warrants [Line Items] | ||
Exercise price of warrants percentage | 115% | |
Event Triggering Adjustment To Exercise Price Of Warrants [Member] | As A Percentage Of Newly Issued Price [Member] | ||
Warrants [Line Items] | ||
Exercise price of warrants percentage | 115% | |
Share Trigger Price One [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member] | ||
Warrants [Line Items] | ||
Share price triggering warrant redemption percentage | 100% | |
Share Trigger Price Two [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member] | ||
Warrants [Line Items] | ||
Share price triggering warrant redemption percentage | 180% | |
Common Class A [Member] | ||
Warrants [Line Items] | ||
Period within which the warrants shall be registered with the securities exchange commission | 20 days | |
Period within which the registration of warrants shall be effective from the closure of business combination | 60 days | |
Class of warrants or rights number of shares called for by each warrant or right | 0.361 | |
Founder Warrants [Member] | ||
Warrants [Line Items] | ||
Class of warrants or rights outstanding | 2,354,166 | 2,354,166 |
Class of warrants or rights issued during the period units | (2,395,833) | |
Class of warrants or rights issued after forfeiture during the period units | 2,354,166 | |
Public Warrants [Member] | ||
Warrants [Line Items] | ||
Class of warrants or rights outstanding | 288,334 | 9,416,666 |
Class of warrants or rights period after which the warrants are exercisable | 30 days | |
Class of warrants or rights term | 5 years | |
Class of warrants or rights issued during the period units | 9,416,666 | |
Percentage of votes in terms of warrant holding to approve redemption | 65% | |
Public Warrants [Member] | Share Trigger Price One [Member] | ||
Warrants [Line Items] | ||
Share price | $ 18 | |
Class of warrants or rights redemption price per unit | $ 0.01 | |
Notice period to be given prior to redemption | 30 days | |
Number of trading days for determining the share price | 20 days | |
Number of consecutive trading days for determining the share price | 30 days | |
Public Warrants [Member] | Share Trigger Price Two [Member] | ||
Warrants [Line Items] | ||
Share price | $ 10 | |
Class of warrants or rights redemption price per unit | $ 0.1 | |
Notice period to be given prior to redemption | 30 days | |
Number of consecutive trading days for determining the share price | 10 days | |
Number Of Consecutive Trading Days For Determining The Volume Weighted Average Price Of Share Preceding The Date Of Notice | 10 days | |
Private Placement Warrants [Member] | ||
Warrants [Line Items] | ||
Class of warrants or rights outstanding | 9,416,666 | 288,334 |
Class of warrants or rights lock in period | 30 days | |
Class of warrants or rights issued during the period units | 288,334 |
Shareholder's Deficit - Additio
Shareholder's Deficit - Additional Information (Detail) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Class A Ordinary Shares [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 865,000 | 865,000 |
Common stock shares outstanding | 865,000 | 865,000 |
Common stock shares outstanding including shares subject to possible redemption | 29,115,000 | 29,115,000 |
Temporary equity, shares outstanding | 28,250,000 | 28,250,000 |
Common stock shares voting rights | one | |
Common stock shares conversion from one class to another conversion ratio | 1% | |
Class A Ordinary Shares [Member] | Sponsor [Member] | ||
Class of Stock [Line Items] | ||
Percentage of common stock outstanding on conversion from one class to another and issued upon exercise of any equity linked securities | 20% | |
Class B Ordinary Shares [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares authorized | 20,000,000 | 20,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 7,062,500 | 7,062,500 |
Common stock shares outstanding | 7,062,500 | 7,062,500 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of information about the Company's financial assets and liabilities that are measured at fair value on a recurring basis (Detail) - Fair Value, Recurring [Member] - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Money Market Funds [Member] | ||
Investments held in Trust Account: | ||
Money Market investments | $ 282,918,132 | $ 282,508,321 |
Warrant [Member] | ||
Liabilities | ||
Warrant liability | 282,500 | 1,836,249 |
Warrant [Member] | Private Placement Warrants [Member] | ||
Liabilities | ||
Warrant liability | 34,600 | 224,901 |
Warrant [Member] | Public Warrants [Member] | ||
Liabilities | ||
Warrant liability | 941,667 | 6,215,000 |
Level 1 [Member] | Money Market Funds [Member] | ||
Investments held in Trust Account: | ||
Money Market investments | 282,918,132 | 282,508,321 |
Level 1 [Member] | Warrant [Member] | ||
Liabilities | ||
Warrant liability | 0 | 0 |
Level 1 [Member] | Warrant [Member] | Private Placement Warrants [Member] | ||
Liabilities | ||
Warrant liability | 0 | 0 |
Level 1 [Member] | Warrant [Member] | Public Warrants [Member] | ||
Liabilities | ||
Warrant liability | 941,667 | 6,215,000 |
Level 2 [Member] | Money Market Funds [Member] | ||
Investments held in Trust Account: | ||
Money Market investments | 0 | 0 |
Level 2 [Member] | Warrant [Member] | ||
Liabilities | ||
Warrant liability | 0 | 0 |
Level 2 [Member] | Warrant [Member] | Private Placement Warrants [Member] | ||
Liabilities | ||
Warrant liability | 0 | 0 |
Level 2 [Member] | Warrant [Member] | Public Warrants [Member] | ||
Liabilities | ||
Warrant liability | 0 | 0 |
Level 3 [Member] | Money Market Funds [Member] | ||
Investments held in Trust Account: | ||
Money Market investments | 0 | 0 |
Level 3 [Member] | Warrant [Member] | ||
Liabilities | ||
Warrant liability | 282,500 | 1,836,249 |
Level 3 [Member] | Warrant [Member] | Private Placement Warrants [Member] | ||
Liabilities | ||
Warrant liability | 34,600 | 224,901 |
Level 3 [Member] | Warrant [Member] | Public Warrants [Member] | ||
Liabilities | ||
Warrant liability | $ 0 | $ 0 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of significant inputs to the Black-Scholes Option Pricing Model for the fair value of the Founder Warrants (Detail) - Warrant [Member] | Jun. 30, 2022 shares yr $ / shares | Dec. 31, 2021 shares yr $ / shares | Jul. 30, 2021 shares yr $ / shares |
Founder Warrants [Member] | Stock price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 9.68 | 9.7 | |
Founder Warrants [Member] | Strike price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 11.5 | 11.5 | |
Founder Warrants [Member] | Term (in years) [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | yr | 5.5 | 5.5 | |
Founder Warrants [Member] | Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 2.2 | 15 | |
Founder Warrants [Member] | Risk-free rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 3 | 1.3 | |
Founder Warrants [Member] | Dividend yield [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 0 | 0 | |
Founder Warrants [Member] | Probability of successful Proposed Public Offering [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 70 | 80 | |
Founder Warrants [Member] | Fair value of warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, fair value | $ / shares | $ 0.12 | $ 0.78 | |
Public Warrants [Member] | Stock price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 9.66 | ||
Public Warrants [Member] | Strike price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 11.5 | ||
Public Warrants [Member] | Term (in years) [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | yr | 5.5 | ||
Public Warrants [Member] | Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 20 | ||
Public Warrants [Member] | Risk-free rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 0.8 | ||
Public Warrants [Member] | Dividend yield [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 0 | ||
Public Warrants [Member] | Probability of completing a Business Combination [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 80 | ||
Public Warrants [Member] | Fair value of warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, fair value | $ / shares | $ 1.02 | ||
Private Placement Warrants [Member] | Stock price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 9.68 | 9.7 | |
Private Placement Warrants [Member] | Strike price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 11.5 | 11.5 | |
Private Placement Warrants [Member] | Term (in years) [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | yr | 5.5 | 5.5 | |
Private Placement Warrants [Member] | Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 2.2 | 15 | |
Private Placement Warrants [Member] | Risk-free rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 3 | 1.3 | |
Private Placement Warrants [Member] | Dividend yield [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 0 | 0 | |
Private Placement Warrants [Member] | Probability of completing a Business Combination [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 70 | 80 | |
Private Placement Warrants [Member] | Fair value of warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, fair value | $ / shares | $ 0.12 | $ 0.78 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of changes in the fair value of the Company's Level 3 financial instruments that are measured at fair value (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 11 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jul. 30, 2021 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Change in fair value | $ 3,203,124 | $ 215,625 | $ 7,017,383 | $ 814,583 | ||
Warrant [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Initial measurement | 977,725 | $ 2,061,150 | 2,061,150 | 1,221,875 | $ 1,221,875 | |
Change in fair value | (660,625) | (1,083,425) | (3,843,475) | |||
Transfer of Public Warrants to Level 1 measurement | (5,179,166) | |||||
Forfeiture of Founder Warrants | (45,834) | |||||
Fair value | $ 317,100 | $ 977,725 | $ 317,100 | 2,061,150 | ||
Warrant [Member] | Public Warrants And Private Placement Warrants [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Initial measurement | 8,780,000 | 8,780,000 | ||||
Warrant [Member] | Over Allotment Warrants [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Initial measurement | $ 1,127,750 | $ 1,127,750 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jul. 30, 2021 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Gain (loss) due to change in the fair value of financial liability | $ 3,203,124 | $ 215,625 | $ 7,017,383 | $ 814,583 | |
Public Warrants [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Class of warrant or right, Exercise price of warrant | $ 0.1 | $ 0.1 | $ 0.66 |