Cover
Cover - USD ($) | 11 Months Ended | ||
Dec. 31, 2021 | Apr. 07, 2022 | Jun. 30, 2021 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-40980 | ||
Entity Registrant Name | SDCL EDGE Acquisition Corporation | ||
Entity Central Index Key | 0001846975 | ||
Entity Tax Identification Number | 98-1583135 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Address, Address Line One | 60 East 42nd Street, | ||
Entity Address, Address Line Two | Suite 1100 | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10165 | ||
City Area Code | 212 | ||
Local Phone Number | 488-5509 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 193,953,886 | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | MA | ||
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | ||
Trading Symbol | SEDA.U | ||
Security Exchange Name | NYSE | ||
Class A ordinary shares, par value $0.0001 per share | |||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Trading Symbol | SEDA | ||
Security Exchange Name | NYSE | ||
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Trading Symbol | SEDA.WS | ||
Security Exchange Name | NYSE | ||
Common Class A [Member] | |||
Entity Common Stock, Shares Outstanding | 19,995,246 | ||
Common Class B [Member] | |||
Entity Common Stock, Shares Outstanding | 4,998,811 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2021USD ($) |
Current assets: | |
Cash | $ 1,366,553 |
Prepaid insurance and other prepaid expenses | 427,481 |
Total current assets | 1,794,034 |
Prepaid insurance - noncurrent | 343,952 |
Cash held in trust account | 201,951,985 |
TOTAL ASSETS | 204,089,971 |
Current liabilities: | |
Accounts payable | 5,554 |
Accrued expenses | 153,803 |
Accrued offering costs | 1,289,149 |
Due to Sponsor | 66,017 |
Total current liabilities | 1,514,523 |
Warrant liabilities | 9,498,099 |
Deferred underwriting fee payable | 6,998,336 |
Total Liabilities | 18,010,958 |
Class A ordinary shares subject to possible redemption; 19,995,246 shares at redemption value at $10.10 per share | 201,951,985 |
Shareholders’ Deficit: | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 0 |
Accumulated deficit | (15,873,472) |
Total Shareholders’ Deficit | (15,872,972) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | 204,089,971 |
Class A Ordinary Shares [Member] | |
Shareholders’ Deficit: | |
Ordinary shares | 0 |
Class B Ordinary Shares [Member] | |
Shareholders’ Deficit: | |
Ordinary shares | $ 500 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Possible redemption shares | 19,995,246 |
Preferred Stock, Par Value | $ / shares | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 |
Preferred Stock, Shares Issued | 0 |
Preferred Stock, Shares Outstanding | 0 |
Common Class A [Member] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 500,000,000 |
Common Stock, Shares, Issued | 0 |
Common Stock, Shares, Outstanding | 0 |
Common Class B [Member] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 50,000,000 |
Common Stock, Shares, Issued | 4,998,811 |
Common Stock, Shares, Outstanding | 4,998,811 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 11 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
Operating and formation costs | $ 813,153 |
Loss from operations | (813,153) |
Other income (expense) | |
Expensed offering costs | (2,429,624) |
Change in fair value of warrant liabilities | 9,118,176 |
Net income | $ 5,875,399 |
Basic and diluted weighted average shares outstanding, Class A Ordinary Shares | shares | 3,599,956 |
Basic and diluted net income per share, Class A Ordinary Shares | $ / shares | $ 0.74 |
Basic and diluted weighted average shares outstanding, Class B Ordinary Shares | shares | 4,307,335 |
Basic and diluted net income per share, Class B Ordinary Shares | $ / shares | $ 0.74 |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS DEFICIT - 11 months ended Dec. 31, 2021 - USD ($) | Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | |
Balance at February 16, 2021 (Inception) at Feb. 15, 2021 | |||||
Beginning, balance shares at Feb. 15, 2021 | |||||
Issuance of Class B ordinary shares to Sponsor | [1] | $ 503 | 24,497 | 25,000 | |
Issuance of Class B ordinary shares to Sponsor(1), Shares | 5,031,250 | ||||
Share-based compensation | 461,945 | 461,945 | |||
Excess of cash received over fair value of private placement warrants | 179,971 | 179,971 | |||
Excess fair value of Founder Shares transferred to Anchor Investors | 18,958,165 | 18,958,165 | |||
Re-measurement of Class A ordinary shares to redemption amount | (19,624,578) | (21,748,874) | (41,373,452) | ||
Forfeiture of Class B ordinary shares upon exercise of over-allotment option | [1] | $ (3) | 3 | ||
Forfeiture of Class B ordinary shares upon exercise of over-allotment option, shares | (32,439) | ||||
Net income | 5,875,399 | 5,875,399 | |||
Ending balance, value at Dec. 31, 2021 | $ 500 | $ (15,873,472) | $ (15,872,972) | ||
Ending balance, shares at Dec. 31, 2021 | 4,998,811 | ||||
[1] | Includes up to 656,250 Class B ordinary shares subject to repurchase by the Company if the over-allotment option is not exercised in full or in part by the underwriter. The underwriters partially exercised their over-allotment option on November 16, 2021. As a result of the underwriters’ partial exercise of the over-allotment option, the Company repurchased and cancelled 32,439 Founders Shares. No other Founder Shares remain subject to forfeiture. |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 5,875,399 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Expensed offering costs | 2,429,624 |
Share-based compensation | 461,945 |
Change in fair value of warrant liabilities | (9,118,176) |
Changes in operating assets and liabilities: | |
Prepaid insurance and other prepaid expenses | (771,433) |
Accounts payable | 5,554 |
Accrued expenses | 153,803 |
Net cash used in operating activities | (963,284) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (201,951,985) |
Net cash used in investing activities | (201,951,985) |
Cash Flows from Financing Activities: | |
Proceeds from short-term loan from the Sponsor | 66,017 |
Proceeds from issuance of Class B ordinary shares to Sponsor | 25,000 |
Proceeds from issuance of promissory note to related party | 300,000 |
Repayment of promissory note | (300,000) |
Proceeds from initial public offering and exercise of over-allotment option, net of underwriter’s discount paid | 195,953,412 |
Proceeds from sale of private placement warrants | 8,998,574 |
Offering costs paid | (761,181) |
Net cash provided by financing activities | 204,281,822 |
Net change in cash | 1,366,553 |
Cash - beginning of period | 0 |
Cash - end of period | 1,366,553 |
Supplemental disclosure of noncash investing and financing activities: | |
Re-measurement of Class A ordinary shares subject to possible redemption to redemption value | 41,373,452 |
Excess fair value of Founder Shares attributable to Anchor Investors | 18,958,165 |
Deferred underwriting fee payable | 6,998,336 |
Forfeiture of Class B Founder Shares | 3 |
Accrued offering costs included in shares subject to possible redemption | $ 1,289,149 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY | 11 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY SDCL EDGE Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on February 16, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from February 16, 2021 (inception) through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income or gains on investments on the cash and investments held in a trust account from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on October 28, 2021. On November 2, 2021, the Company consummated the Initial Public Offering of 17,500,000 10.00 175,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,250,000 1.00 8,250,000 The Company had granted the underwriters in the Initial Public Offering (the “Underwriters”) a 45-day option to purchase up to 2,625,000 2,495,246 24,952,460 499,049 Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of 748,574 1.00 748,574 On December 17, 2021, the Company announced that the holders of the Units sold in the Initial Public Offering may elect to separately trade the Class A ordinary shares and redeemable warrants included in the Units, commencing on December 20, 2021. Any Unit not separated will continue to trade on the New York Stock Exchange LLC (the “NYSE”) under the symbol “SEDA.U”. Any underlying Class A Ordinary Shares and Public Warrants that are separated will trade on the NYSE under the symbols “SEDA” and “SEDA.WS” respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate such holders’ Units into Class A ordinary shares and Public Warrants. Following the closing of the Initial Public Offering, the sale of the Private Placement Warrants, the sale of the Over-Allotment Units, and the sale of the Over-Allotment Warrants, an amount of $ 201,951,985 10.10 In addition, the Sponsor agreed to forfeit up to 656,250 Transaction costs related to the issuances described above amounted to $ 32,005,743 3,999,049 6,998,336 18,958,165 2,050,193 1,366,553 The Company will provide its 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, in its sole discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount held in the Trust Account ($10.10 per share), calculated as of two business days prior to the completion of a Business Combination, including 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 Class A ordinary shares are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The initial shareholders and A Anchor Investors have agreed to (i) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with the completion of an initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the Initial Public Offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete an initial Business Combination within 24 months from the Initial Public Offering. However, if the initial shareholders or Anchor Investors (as defined in Note 5) acquire additional Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period (as defined below). The Company will have until 24 months from the closing of the Initial Public Offering (the “Combination Period”) to complete a Business Combination. 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 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $ 100,000 The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the redemption price per Unit ($ 10.10 In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $ 10.10 Liquidity As of December 31, 2021, the Company had $ 1,366,553 279,511 Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 11 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Cash Held in Trust Account At December 31, 2021, the Company held cash in the Trust Account of $ 201,951,985 Class A Ordinary Shares Subject to Possible Redemption All of the 19,995,246 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. As of December 31, 2021, the Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table: Schedule of redemption of Class A ordinary shares Gross proceeds $ 199,952,460 Less: Proceeds allocated to Public Warrants (9,797,808 ) Issuance costs allocated to Class A ordinary shares (29,576,119 ) Plus: Re-measurement of carrying value to redemption value 41,373,452 Class A ordinary shares subject to possible redemption $ 201,951,985 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs Expenses of Offering 32,005,743 3,999,049 6,998,336 18,958,165 2,050,193 29,576,119 2,429,624 Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on February 16, 2021, the evaluation was performed for the upcoming 2021 tax year which will be the only period subject to examination. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no Net Income Per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The immediate re-measurement associated with the redeemable Class A ordinary shares is excluded from net income per share as the redemption value approximates fair value. Therefore, the net income per share calculation allocates income and losses shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net income per share is the same for Class A and Class B ordinary shares. The Company has not considered the effect of the warrants sold in the Initial Public Offering, the partial exercise of the over-allotment option, and private placement to purchase an aggregate of 18,996,197 The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Schedule of basic and diluted net income per ordinary share For the Class A Class B Basic and diluted net income per ordinary share: Numerator: Net income $ 2,674,896 $ 3,200,503 Denominator: Basic and diluted weighted average ordinary shares outstanding 3,599,956 4,307,335 Basic and diluted net income per ordinary share $ 0.74 $ 0.74 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 Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Share-Based Compensation Share-based compensation is accounted for based on the requirements of ASC 718, Compensation–Stock Compensation (“ASC 718”), which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee, non-employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, non-employee and director services received in exchange for an award based on the grant-date fair value of the award. For the period from February 16, 2021 (inception) to December 31, 2021 the Company recognized $ 461,945 659,844 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity The Public Warrants and Private Placement Warrants are accounted for as a derivative instrument in accordance with ASC 815 and are presented as warrant liabilities on the balance sheet. The Public Warrants and Private Placement Warrants were measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the statement of operations. Recent Accounting Standards In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 11 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on October 28, 2021. On November 2, 2021, the Company completed its Initial Public Offering of 17,500,000 10.00 175,000,000 11.50 2,495,246 24,952,460 199,952,460 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 11 Months Ended |
Dec. 31, 2021 | |
Private Placement | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and A Anchor Investors purchased an aggregate of 8,250,000 1.00 8,250,000 748,574 1.00 748,574 8,998,574 11.50 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 11 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 23, 2021, the Sponsor was issued 7,187,500 25,000 2,156,250 0.001 5,031,250 656,250 20 32,439 The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, or sold until the earlier of (i) one year after the completion of a Business Combination or (ii) subsequent to an initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $ 12.00 The A Anchor Investors purchased a total of 4,000,000 10.00 In addition to the A Anchor Investors, two qualified institutional buyers or accredited investors not affiliated with the Company, the Sponsor, the Company’s directors or any member of management (the “3.6% B Anchor Investors”), purchased 1,575,000 units each in the Initial Public Offering at the offering price of $10.00 per unit, three qualified institutional buyers or accredited investors not affiliated with the Company, the Sponsor, the Company’s directors or any member of management (the “4.0% B Anchor Investors”), purchased 1,749,999 units each in the Initial Public Offering at the offering price of $10.00 per unit, and two qualified institutional buyers or accredited investors not affiliated with the Company, the Sponsor, the Company’s directors or any member of management (the “Additional 4.0% B Anchor Investors” and, together with the 3.6% B Anchor Investors and the 4.0% B Anchor Investors, the “B Anchor Investors”), purchased 1,732,500 units each in the Initial Public Offering at the offering price of $10.00 per unit, or an aggregate of 15,864,997 units for all anchor investors (the “Anchor Investors” which includes the A Anchor Investors and the B Anchor Investors) As the Anchor Investors purchased units during the Initial Public Offering, should they vote the shares included therein in favor of the initial Business Combination, no votes from other public shareholders would be required to approve the initial Business Combination. The Anchor Investors may have different interests with respect to a vote on an initial Business Combination than other public shareholders due to their ownership interests in the Company. Pursuant to such units, the Anchor Investors have not been granted any shareholder or other rights in addition to those afforded to the Company’s other public shareholders. Further, the Anchor Investors are not required to (i) hold any units, Class A ordinary shares or warrants they purchased in the Initial Public Offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of the Business Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of the Business Combination. The Anchor Investors have the same rights to the funds held in the Trust Account with respect to the Class A ordinary shares underlying the units they purchased in the Initial Public Offering as the rights afforded to the Company’s other public shareholders. Each Anchor Investor has entered into separate investment agreements with the Company and the Sponsor. The A Anchor Investors purchased 503,125 1,006,250 2,500 5,000 181,125 362,250 900 1,800 201,250 603,750 1,000 3,000 201,250 402,500 1,000 2,000 2,374,750 11,800 Due to the partial exercise of the over-allotment option by the underwriters on November 16, 2021, the Company repurchased and cancelled 32,439 3,244 6,488 1,168 2,336 1,298 3,894 1,298 2,596 17,125 15,314 2,359,436 The Company estimated the fair value of the Founder Shares attributable to the Anchor Investors to be $ 18,969,890 8.04 11,725 0.005 Promissory Note - Related Party On February 23, 2021, the Company issued an unsecured promissory note, as amended on March 7, 2021 and September 30, 2021, to our Sponsor (the “Promissory Note”), pursuant to which the Company received proceeds of $ 300,000 December 31, 2021 300,000 Due to Sponsor Due to Sponsor consists of advances from the Sponsor to pay for offering costs and formation costs on behalf of the Company and are payable on demand. Administrative Support Agreement On October 28, 2021, the Company entered into an agreement to pay an affiliate of the Sponsor a total of $ 20,000 38,710 Investment Advisory Agreement On October 28, 2021, the Company and the Sponsor entered into an agreement with Sustainable Development Capital LLP (the “Advisor”), a London-based investment firm and affiliate of the Company and Sponsor, whereby the Advisor agreed to provide administrative, consulting, and other services to affect the Company’s initial Business Combination. In consideration of the services performed: (1) the Company and Sponsor shall procure the transfer of the legal and beneficial title to at least 659,844 20,000 659,844 Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Company’s sponsor or an affiliate of the sponsor or certain of the officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes an initial Business Combination, it may repay such loaned amounts out of the proceeds of the Trust Account released to the Company. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Company’s Trust Account would be used for such repayment. Up to $ 1,500,000 1.00 |
COMMITMENTS
COMMITMENTS | 11 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights The holders of the Founder Shares, Private Placement Warrants and Public Warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed 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 consummation of a Business Combination. The Company bears the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the Initial Public Offering to purchase up to 2,625,000 2,495,246 10.00 24,952,460 The underwriters received a cash underwriting discount of $ 0.20 3,999,049 0.35 6,998,336 |
WARRANTS
WARRANTS | 11 Months Ended |
Dec. 31, 2021 | |
Guarantees and Product Warranties [Abstract] | |
WARRANTS | NOTE 7. WARRANTS A warrant holder may exercise their warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless the warrant holder purchases at least two units, they will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, 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 current prospectus relating thereto is current, subject to satisfying the obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant, if not cash settled, will have paid the full purchase price for the unit solely for the Class A ordinary shares underlying such unit. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use the commercially reasonable efforts to file with the SEC a registration statement covering the issuance of 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 the 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; 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 the 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 elect, the Company will not be required to file or maintain in effect a registration statement. 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 ● upon a minimum of thirty (30) days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant from share divisions, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a 30-trading day period ending three (3) trading days before the Company sends the notice of redemption to the warrant holders The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period, unless the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable, the Company may exercise the redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A ordinary share equals or exceeds $10.00. ● in whole and not in part; ● at $ 0.10 ● if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $ 10.00 ● if the closing price of the Company’s Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant from share divisions, share capitalizations, reorganizations, recapitalizations and the like), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 Sponsor, Anchor Investors, or its affiliates, without taking into account any founder shares held by the Sponsor, the Company’s Anchor Investors or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummate the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price The Private Placement Warrants are identical to the warrants sold as part of the units in the Initial Public Offering except that, so long as they are held by the Sponsor, the A Anchor Investors, or their permitted transferees: (1) they will not be redeemable (except as described above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”); (2) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination, as described below; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights. The Company accounts for the 18,996,197 9,997,623 8,998,574 The accounting treatment of derivative financial instruments requires that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to its current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 11 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 8. SHAREHOLDERS’ DEFICIT Preference shares 5,000,000 0.0001 no Class A ordinary shares 500,000,000 0.0001 19,995,246 19,995,246 Class B ordinary shares 50,000,000 0.0001 7,187,500 25,000 2,156,250 0.001 5,031,250 32,439 4,998,811 Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law The Class B ordinary shares and will automatically convert into the Company’s Class A ordinary shares at the time of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 11 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of fair value warrant liability Description Amount at Level 1 Level 2 Level 3 December 31, 2021 Liabilities Warrant liability – Public Warrants $ 4,998,812 $ 4,998,812 — — Warrant liability – Private Placement Warrants $ 4,499,287 — — $ 4,499,287 $ 9,498,099 $ 4,998,812 — $ 4,499,287 The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker SEDA.WS. The quoted price of the Public Warrants was $0.50 per warrant as of December 31, 2021. The Company utilizes a Monte Carlo simulation model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Private Placement warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo Simulation model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. 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 in the table above were transferred from a Level 3 measurement to a Level 1 fair value measurement in December 2021 when the Public Warrants were separately listed and traded. The following table provides the significant inputs to the Monte Carlo simulation model for the fair value of the Public Warrants: Schedule of fair value of the public warrants At Stock price $ 9.51 Exercise price $ 11.50 Expected term (in years) 6.50 Volatility 15.0 % Risk-free rate 1.03 % Fair value $ 0.98 The following table provides the significant inputs to the Monte Carlo simulation model for the fair value of the Private Placement Warrants: Schedule of fair value of the private placement warrants At At Stock price $ 9.51 $ 9.74 Exercise price $ 11.50 $ 11.50 Dividend yield — % — % Expected term (in years) 6.50 6.34 Volatility 15.0 % 8.3 % Risk-free rate 1.03 % 1.37 % Fair value $ 0.98 $ 0.50 The following table presents the changes in the fair value of the Company’s Level 3 financial instruments: Schedule of fair value financial instruments Fair value at February 16, 2021 (inception) $ — Initial measurement of Public Warrants and Private Placement Warrants as of November 2, 2021 16,660,000 Initial measurement of Public Warrants and Private Placement Warrants upon exercise of over-allotment on November 16, 2021 1,956,274 Change in fair value (9,118,176 ) Transfer of Public Warrants to Level 1 measurement (4,998,812 ) Fair value as of December 31, 2021 $ 4,499,287 The Company recognized gains in connection with changes in the fair value of the Public Warrants and Private Placement Warrants of $ 9,118,176 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 11 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 11 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no |
Cash Held in Trust Account | Cash Held in Trust Account At December 31, 2021, the Company held cash in the Trust Account of $ 201,951,985 |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption All of the 19,995,246 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. As of December 31, 2021, the Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table: Schedule of redemption of Class A ordinary shares Gross proceeds $ 199,952,460 Less: Proceeds allocated to Public Warrants (9,797,808 ) Issuance costs allocated to Class A ordinary shares (29,576,119 ) Plus: Re-measurement of carrying value to redemption value 41,373,452 Class A ordinary shares subject to possible redemption $ 201,951,985 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs Expenses of Offering 32,005,743 3,999,049 6,998,336 18,958,165 2,050,193 29,576,119 2,429,624 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on February 16, 2021, the evaluation was performed for the upcoming 2021 tax year which will be the only period subject to examination. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no |
Net Income Per Ordinary Share | Net Income Per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The immediate re-measurement associated with the redeemable Class A ordinary shares is excluded from net income per share as the redemption value approximates fair value. Therefore, the net income per share calculation allocates income and losses shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net income per share is the same for Class A and Class B ordinary shares. The Company has not considered the effect of the warrants sold in the Initial Public Offering, the partial exercise of the over-allotment option, and private placement to purchase an aggregate of 18,996,197 The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Schedule of basic and diluted net income per ordinary share For the Class A Class B Basic and diluted net income per ordinary share: Numerator: Net income $ 2,674,896 $ 3,200,503 Denominator: Basic and diluted weighted average ordinary shares outstanding 3,599,956 4,307,335 Basic and diluted net income per ordinary share $ 0.74 $ 0.74 |
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 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Share-Based Compensation | Share-Based Compensation Share-based compensation is accounted for based on the requirements of ASC 718, Compensation–Stock Compensation (“ASC 718”), which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee, non-employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, non-employee and director services received in exchange for an award based on the grant-date fair value of the award. For the period from February 16, 2021 (inception) to December 31, 2021 the Company recognized $ 461,945 659,844 |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity The Public Warrants and Private Placement Warrants are accounted for as a derivative instrument in accordance with ASC 815 and are presented as warrant liabilities on the balance sheet. The Public Warrants and Private Placement Warrants were measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the statement of operations. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of redemption of Class A ordinary shares | Schedule of redemption of Class A ordinary shares Gross proceeds $ 199,952,460 Less: Proceeds allocated to Public Warrants (9,797,808 ) Issuance costs allocated to Class A ordinary shares (29,576,119 ) Plus: Re-measurement of carrying value to redemption value 41,373,452 Class A ordinary shares subject to possible redemption $ 201,951,985 |
Schedule of  basic and diluted net income per ordinary share | Schedule of basic and diluted net income per ordinary share For the Class A Class B Basic and diluted net income per ordinary share: Numerator: Net income $ 2,674,896 $ 3,200,503 Denominator: Basic and diluted weighted average ordinary shares outstanding 3,599,956 4,307,335 Basic and diluted net income per ordinary share $ 0.74 $ 0.74 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of  fair value warrant liability | Schedule of fair value warrant liability Description Amount at Level 1 Level 2 Level 3 December 31, 2021 Liabilities Warrant liability – Public Warrants $ 4,998,812 $ 4,998,812 — — Warrant liability – Private Placement Warrants $ 4,499,287 — — $ 4,499,287 $ 9,498,099 $ 4,998,812 — $ 4,499,287 |
Schedule of fair value of the public warrants | Schedule of fair value of the public warrants At Stock price $ 9.51 Exercise price $ 11.50 Expected term (in years) 6.50 Volatility 15.0 % Risk-free rate 1.03 % Fair value $ 0.98 |
Schedule of fair value of the private placement warrants | Schedule of fair value of the private placement warrants At At Stock price $ 9.51 $ 9.74 Exercise price $ 11.50 $ 11.50 Dividend yield — % — % Expected term (in years) 6.50 6.34 Volatility 15.0 % 8.3 % Risk-free rate 1.03 % 1.37 % Fair value $ 0.98 $ 0.50 |
Schedule of fair value financial instruments | Schedule of fair value financial instruments Fair value at February 16, 2021 (inception) $ — Initial measurement of Public Warrants and Private Placement Warrants as of November 2, 2021 16,660,000 Initial measurement of Public Warrants and Private Placement Warrants upon exercise of over-allotment on November 16, 2021 1,956,274 Change in fair value (9,118,176 ) Transfer of Public Warrants to Level 1 measurement (4,998,812 ) Fair value as of December 31, 2021 $ 4,499,287 |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY (Details Narrative) - USD ($) | Nov. 02, 2021 | Nov. 16, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units per share | $ 1 | ||
Deferred underwriting fees | $ 499,049 | ||
Forfeited shares | 656,250 | ||
Transaction costs | $ 32,005,743 | ||
Underwriting fees | 3,999,049 | ||
Deferred underwriting fees | 6,998,336 | ||
Fair value excess | 18,958,165 | ||
Other offering costs | 2,050,193 | ||
Cash held for working capital | 1,366,553 | ||
Net tangible assets | 5,000,001 | ||
Dissolution expenses | $ 100,000 | ||
Redemption per share | $ 10.10 | ||
Reduction per share | $ 10.10 | ||
Cash held trust account | $ 1,366,553 | ||
Working capital | $ 279,511 | ||
A Anchor Investors [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from private placement | $ 748,574 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units | 17,500,000 | ||
Sale of units per share | $ 10 | $ 10.10 | |
Sale of units in aggragate amount | $ 175,000,000 | ||
Proceeds from Issuance or Sale of Equity | $ 201,951,985 | ||
Private Placement Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units | 8,250,000 | ||
Sale of units per share | $ 1 | ||
Proceeds from private placement | $ 8,250,000 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units | 2,625,000 | 2,495,246 | |
Sale of units in aggragate amount | $ 24,952,460 | ||
Sale of units in aggragate amount | $ 24,952,460 | ||
Over Allotment Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units | 748,574 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Accounting Policies [Abstract] | |
Gross proceeds | $ 199,952,460 |
Proceeds allocated to Public Warrants | (9,797,808) |
Issuance costs allocated to Class A ordinary shares | (29,576,119) |
Re-measurement of carrying value to redemption value | 41,373,452 |
Class A ordinary shares subject to possible redemption | $ 201,951,985 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 11 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Class A Ordinary Shares [Member] | |
Net income | $ | $ 2,674,896 |
Basic and diluted weighted average ordinary shares outstanding | shares | 3,599,956 |
Basic and diluted net income per ordinary share | $ / shares | $ 0.74 |
Class B Ordinary Shares [Member] | |
Net income | $ | $ 3,200,503 |
Basic and diluted weighted average ordinary shares outstanding | shares | 4,307,335 |
Basic and diluted net income per ordinary share | $ / shares | $ 0.74 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 11 Months Ended |
Dec. 31, 2021USD ($)shares | |
Subsidiary, Sale of Stock [Line Items] | |
Cash equivalents | $ 0 |
Cash in the Trust Account | 201,951,985 |
Offering costs as a reduction of temporary equity | 29,576,119 |
Unrecognized tax benefits | 0 |
Cash FDIC insured amount | 250,000 |
Share-based compensation | $ 461,945 |
Founder Shares [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Share-based compensation, shares | shares | 659,844 |
Public And Private Warrants [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Offering costs | $ 2,429,624 |
IPO [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Class A ordinary shares sold | 19,995,246 |
Offering costs | 32,005,743 |
Underwriting discount amount | 3,999,049 |
Deferred underwriting fees | 6,998,336 |
Investor offering costs | 18,958,165 |
Other offering costs | 2,050,193 |
Purchase of aggregate shares | $ 18,996,197 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | Nov. 02, 2021 | Nov. 16, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units per share | $ 1 | ||
Warrants exercise price share | $ 0.01 | ||
Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrants exercise price share | $ 11.50 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units | 17,500,000 | ||
Sale of units per share | $ 10 | $ 10.10 | |
Sale of units in initial public offering | $ 175,000,000 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units | 2,625,000 | 2,495,246 | |
Sale of units in initial public offering | $ 24,952,460 | ||
Sale of units in initial public offering | $ 199,952,460 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | Nov. 02, 2021 | Nov. 16, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units per share | $ 1 | ||
Sale of units per share | $ 1 | ||
Warrant Price | $ 0.01 | ||
Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrant Price | $ 11.50 | ||
A Anchor Investors [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from private placement | $ 748,574 | ||
Sale of units per share | 10 | ||
Private Placement Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units | 8,250,000 | ||
Sale of units per share | $ 1 | ||
Proceeds from private placement | $ 8,250,000 | ||
Private Placement Warrants [Member] | Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrant Price | 11.50 | ||
Over Allotment Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units | 748,574 | ||
Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units per share | $ 9.51 | $ 9.74 | |
Proceeds from private placement | $ 8,998,574 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jul. 14, 2021 | Feb. 23, 2021 | Nov. 16, 2021 | Oct. 28, 2021 | Dec. 31, 2021 | Nov. 02, 2021 | Sep. 30, 2021 |
Related Party Transaction [Line Items] | |||||||
Price per share | $ 1 | ||||||
Converted basis percentage of common stock | 20.00% | ||||||
Founder shares forfeited | 17,125 | ||||||
Share price | $ 1 | ||||||
Maturity date | Dec. 31, 2021 | ||||||
Office space | $ 20,000 | ||||||
Administrative expenses | $ 38,710 | ||||||
Payment to founder shares | 659,844 | ||||||
Advisory fee | $ 20,000 | ||||||
Compensation expense granted shares | 659,844 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||
Warrant [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt converted to warrants | 1,500,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||||
A Anchor Investors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares purchased | 4,000,000 | ||||||
Share price | $ 10 | ||||||
Anchor Investors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Anchor investors, description | In addition to the A Anchor Investors, two qualified institutional buyers or accredited investors not affiliated with the Company, the Sponsor, the Company’s directors or any member of management (the “3.6% B Anchor Investors”), purchased 1,575,000 units each in the Initial Public Offering at the offering price of $10.00 per unit, three qualified institutional buyers or accredited investors not affiliated with the Company, the Sponsor, the Company’s directors or any member of management (the “4.0% B Anchor Investors”), purchased 1,749,999 units each in the Initial Public Offering at the offering price of $10.00 per unit, and two qualified institutional buyers or accredited investors not affiliated with the Company, the Sponsor, the Company’s directors or any member of management (the “Additional 4.0% B Anchor Investors” and, together with the 3.6% B Anchor Investors and the 4.0% B Anchor Investors, the “B Anchor Investors”), purchased 1,732,500 units each in the Initial Public Offering at the offering price of $10.00 per unit, or an aggregate of 15,864,997 units for all anchor investors (the “Anchor Investors” which includes the A Anchor Investors and the B Anchor Investors) | ||||||
Common Class A [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | ||||||
Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued, shares | 7,187,500 | ||||||
Aggregate of shares value | $ 25,000 | ||||||
Principal amount | $ 300,000 | ||||||
Sponsor [Member] | Common Class B [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued, shares | 7,187,500 | ||||||
Aggregate of shares value | $ 25,000 | ||||||
Repurchase of shares | 2,156,250 | ||||||
Price per share | $ 0.001 | ||||||
Founder [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Repurchase of shares | 2,156,250 | ||||||
Price per share | $ 0.001 | ||||||
Aggregate of shares | 5,031,250 | ||||||
Converted basis percentage of common stock | 20.00% | ||||||
Founder shares forfeited | 32,439 | 2,359,436 | |||||
Share price | $ 0.005 | ||||||
Aggregate of shares value | $ 11,725 | ||||||
Founder [Member] | Anchor Investors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued, shares | 1,006,250 | ||||||
Aggregate of shares value | $ 5,000 | ||||||
Founder shares forfeited | 6,488 | 15,314 | |||||
Share price | $ 8.04 | ||||||
Aggregate of shares value | $ 18,969,890 | ||||||
Founder [Member] | First Anchor Investors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued, shares | 503,125 | ||||||
Aggregate of shares value | $ 2,500 | ||||||
Founder shares forfeited | 32,439 | ||||||
Founder [Member] | N 36 B First Anchor Investors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued, shares | 181,125 | ||||||
Aggregate of shares value | $ 900 | ||||||
Founder shares forfeited | 1,168 | ||||||
Founder [Member] | N 36 B Anchor Investors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued, shares | 362,250 | ||||||
Aggregate of shares value | $ 1,800 | ||||||
Founder shares forfeited | 2,336 | ||||||
Founder [Member] | N 4 B First Anchor Investors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued, shares | 201,250 | ||||||
Aggregate of shares value | $ 1,000 | ||||||
Founder shares forfeited | 1,298 | ||||||
Founder [Member] | N 4 B Anchor Investors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued, shares | 603,750 | ||||||
Aggregate of shares value | $ 3,000 | ||||||
Founder shares forfeited | 3,894 | ||||||
Founder [Member] | N 41 B Fifth Anchor Investors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued, shares | 201,250 | ||||||
Aggregate of shares value | $ 1,000 | ||||||
Founder [Member] | N 41 B Anchor Investors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued, shares | 402,500 | ||||||
Aggregate of shares value | $ 2,000 | ||||||
Founder shares forfeited | 2,596 | ||||||
Founder [Member] | All Anchor Investors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued, shares | 2,374,750 | ||||||
Aggregate of shares value | $ 11,800 | ||||||
Founder [Member] | Second Anchor Investors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Founder shares forfeited | 3,244 | ||||||
Founder [Member] | N 41 B First Anchor Investors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Founder shares forfeited | 1,298 | ||||||
Founder [Member] | Common Class B [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate of shares | 656,250 | ||||||
Founder [Member] | Common Class A [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Price per share | $ 12 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | 1 Months Ended | |
Nov. 16, 2021 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||
Offering price per share | $ 1 | |
Underwriting Agreement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Underwriter cash discount per unit | $ 0.20 | |
Payment of underwriting commissions | $ 3,999,049 | |
Deferred fee | $ 0.35 | |
Deferred underwriting fee | $ 6,998,336 | |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Purchase of additional shares | 2,495,246 | 2,625,000 |
Offering price per share | $ 10 | |
Proceeds from shares | $ 24,952,460 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) | 11 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrant Price | $ 0.01 |
Warrants, description | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant from share divisions, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a 30-trading day period ending three (3) trading days before the Company sends the notice of redemption to the warrant holders |
Redemption per share | $ 10.10 |
Public Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrant Price | 0.10 |
Redemption per share | $ 10 |
Public Warrants [Member] | IPO [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants issued | shares | 9,997,623 |
Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Business combination, description | Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor, Anchor Investors, or its affiliates, without taking into account any founder shares held by the Sponsor, the Company’s Anchor Investors or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummate the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price |
Warrant [Member] | IPO [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants issued | shares | 18,996,197 |
Private Placement Warrants [Member] | IPO [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants issued | shares | 8,998,574 |
SHAREHOLDERS_ DEFICIT (Details
SHAREHOLDERS’ DEFICIT (Details Narrative) - USD ($) | Jul. 14, 2021 | Feb. 23, 2021 | Nov. 16, 2021 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||||
Preferred Stock, Shares Authorized | 5,000,000 | |||
Preferred Stock, Par Value | $ 0.0001 | |||
Preferred Stock, Shares Issued | 0 | |||
Preferred Stock, Shares Outstanding | 0 | |||
Class A ordinary shares possible redemption | $ 19,995,246 | |||
Price per share | $ 1 | |||
Founder shares forfeited | 17,125 | |||
Voting rights on shareholders, description | Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law | |||
Converted basis percentage of common stock | 20.00% | |||
Sponsor [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued | 7,187,500 | |||
Aggregate of stock | $ 25,000 | |||
Founder [Member] | ||||
Class of Stock [Line Items] | ||||
Repurchase of shares | 2,156,250 | |||
Price per share | $ 0.001 | |||
Founder shares forfeited | 32,439 | 2,359,436 | ||
Converted basis percentage of common stock | 20.00% | |||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Shares Authorized | 500,000,000 | |||
Common stock, par value | $ 0.0001 | |||
Common Stock, Shares, Outstanding | 0 | |||
Common stock, shares issued | 0 | |||
Common Class A [Member] | Founder [Member] | ||||
Class of Stock [Line Items] | ||||
Price per share | $ 12 | |||
Class A Ordinary Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Shares, Outstanding | 19,995,246 | |||
Common stock, shares issued | 19,995,246 | |||
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Shares Authorized | 50,000,000 | |||
Common stock, par value | $ 0.0001 | |||
Common Stock, Shares, Outstanding | 5,031,250 | 4,998,811 | ||
Common stock, shares issued | 4,998,811 | |||
Common Class B [Member] | Sponsor [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued | 7,187,500 | |||
Aggregate of stock | $ 25,000 | |||
Repurchase of shares | 2,156,250 | |||
Price per share | $ 0.001 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | $ 9,498,099 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 4,998,812 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 4,499,287 |
Public Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 4,998,812 |
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 4,998,812 |
Public Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 0 |
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 0 |
Private Placement Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 4,499,287 |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 0 |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 0 |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | $ 4,499,287 |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details 1) - $ / shares | 11 Months Ended | |
Dec. 31, 2021 | Nov. 16, 2021 | |
Stock price | $ 1 | |
Public Warrants [Member] | ||
Stock price | $ 9.51 | |
Exercise price | $ 11.50 | |
Expected in years | 6 years 6 months | |
Volatility | 15.00% | |
Risk-free rate | 1.03% | |
Fair value | $ 0.98 |
FAIR VALUE MEASUREMENTS (Deta_3
FAIR VALUE MEASUREMENTS (Details 2) - $ / shares | Nov. 02, 2021 | Dec. 31, 2021 | Nov. 16, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Stock price | $ 1 | ||
Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock price | $ 9.51 | $ 9.74 | |
Exercise price | $ 11.50 | $ 11.50 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | |
Expected term | 6 years 6 months | 6 years 4 months 2 days | |
Volatility | 15.00% | 8.30% | |
Risk-free rate | 1.03% | 1.37% | |
Fair value | $ 0.98 | $ 0.50 |
FAIR VALUE MEASUREMENTS (Deta_4
FAIR VALUE MEASUREMENTS (Details 3) | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value, beginning | $ 0 |
Initial measurement of Public Warrants and Private Placement Warrants as of November 2, 2021 | 16,660,000 |
Initial measurement of Public Warrants and Private Placement Warrants upon exercise of over-allotment on November 16, 2021 | 1,956,274 |
Change in valuation inputs or other assumptions | (9,118,176) |
Transfer of Public Warrants to Level 1 measurement | (4,998,812) |
Fair value, ending | $ 4,499,287 |
FAIR VALUE MEASUREMENTS (Deta_5
FAIR VALUE MEASUREMENTS (Details Narrative) | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Change in fair value of warrant liabilities | $ 9,118,176 |