Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 15, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | SKYDECK ACQUISITION CORP. | |
Entity Central Index Key | 0001847152 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity File Number | 001-40422 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1583722 | |
Entity Address, Address Line One | 225 Dyer Street | |
Entity Address, Address Line Two | 2nd Floor | |
Entity Address, City or Town | Providence | |
Entity Address, State or Province | RI | |
Entity Address, Postal Zip Code | 02903 | |
City Area Code | 401 | |
Local Phone Number | 854-4567 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 22,165,962 | |
Title of 12(b) Security | Class A ordinary shares | |
Trading Symbol | SKYA | |
Security Exchange Name | NASDAQ | |
Class B Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,541,491 | |
Units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant to acquire one Class A ordinary share | |
Trading Symbol | SKYAU | |
Security Exchange Name | NASDAQ | |
Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants to acquire one Class A ordinary share | |
Trading Symbol | SKYAW | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 997,102 | $ 1,290,143 |
Prepaid expenses | 412,034 | 438,968 |
Total current assets | 1,409,136 | 1,729,111 |
Long-term prepaid expenses | 157,432 | |
Investments held in Trust Account | 221,835,569 | 221,667,291 |
Total assets | 223,244,705 | 223,553,834 |
Current liabilities: | ||
Accounts payable and accrued expenses | 358,600 | 383,282 |
Total current liabilities | 358,600 | 383,282 |
Warrant liabilities | 2,221,941 | 10,122,176 |
Forward Purchase Agreement liability | 180,000 | 820,000 |
Deferred underwriters' discount | 7,758,087 | 7,758,087 |
Total liabilities | 10,518,628 | 19,083,545 |
Commitments | ||
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 24,446 | 24,446 |
Accumulated deficit | (9,134,492) | (17,214,331) |
Total shareholders' deficit | (9,109,492) | (17,189,331) |
Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit | 223,244,705 | 223,553,834 |
Class A Ordinary Shares | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 22,165,962 shares at redemption value | 221,835,569 | 221,659,620 |
Class B Ordinary Shares | ||
Shareholders' Deficit: | ||
Ordinary shares, value | $ 554 | $ 554 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preference shares, par value | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 | 1,000,000 |
Preference shares, shares issued | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 |
Class A Ordinary Shares | ||
Ordinary shares, shares subject to possible redemption | 22,165,962 | 22,165,962 |
Ordinary shares, shares subject to possible redemption, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued | 0 | 0 |
Ordinary shares, shares outstanding | 0 | 0 |
Class B Ordinary Shares | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued | 5,541,491 | 5,541,491 |
Ordinary shares, shares outstanding | 5,541,491 | 5,541,491 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Formation and operating costs | $ 290,940 | $ 180,907 | $ 193,495 | $ 452,725 |
Loss from operations | (290,940) | (180,907) | (193,495) | (452,725) |
Other Income (expense): | ||||
Change in fair value of warrant liabilities | 2,098,499 | 617,205 | 617,205 | 7,900,235 |
Offering expenses related to warrant issuance | (556,203) | (556,203) | ||
Other income relating to fair value exceeding amount received for warrants | 1,139,755 | 1,139,755 | ||
Change in fair value of Forward Purchase Agreement | 170,000 | 50,000 | 50,000 | 640,000 |
Trust interest income | 165,182 | 473 | 473 | 168,278 |
Total other income, net | 2,433,681 | 1,251,230 | 1,251,230 | 8,708,513 |
Net income | $ 2,142,741 | $ 1,070,323 | $ 1,057,735 | $ 8,255,788 |
Class A Ordinary Shares | ||||
Other Income (expense): | ||||
Weighted average shares outstanding subject to possible redemption | 22,165,962 | 22,165,962 | 6,339,018 | 22,165,962 |
Basic and diluted net income per ordinary share subject to possible redemption | $ 0.08 | $ 0.04 | $ 0.09 | $ 0.30 |
Class B Ordinary Shares | ||||
Other Income (expense): | ||||
Weighted average shares outstanding | 5,541,491 | 5,750,000 | 5,679,497 | 5,541,491 |
Basic and diluted net income per ordinary share – Class B ordinary shares | $ 0.08 | $ 0.04 | $ 0.09 | $ 0.30 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' (Deficit) Equity (Unaudited) - USD ($) | Total | Common Stock Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Feb. 08, 2021 | $ 0 | $ 0 | $ 0 | $ 0 |
Ending balance, Shares at Feb. 08, 2021 | 0 | |||
Class B ordinary shares issued to Sponsor | 25,000 | $ 554 | 24,446 | |
Class B ordinary shares issued to Sponsor, Shares | 5,541,491 | |||
Net Income (Loss) | (12,588) | (12,588) | ||
Ending Balance at Mar. 31, 2021 | 12,412 | $ 554 | 24,446 | (12,588) |
Ending balance, Shares at Mar. 31, 2021 | 5,541,491 | |||
Class B ordinary shares issued to Sponsor | $ 21 | (21) | ||
Class B ordinary shares issued to Sponsor, Shares | 208,509 | |||
Initial classification of Forward Purchase Agreement liability | (1,270,000) | (1,270,000) | ||
Accretion of Class A ordinary shares subject to possible redemption | (21,646,552) | 1,270,000 | (22,916,552) | |
Net Income (Loss) | 1,070,323 | 1,070,323 | ||
Ending Balance at Jun. 30, 2021 | (21,833,817) | $ 575 | 24,425 | (21,858,817) |
Ending balance, Shares at Jun. 30, 2021 | 5,750,000 | |||
Beginning Balance at Dec. 31, 2021 | (17,189,331) | $ 554 | 24,446 | (17,214,331) |
Ending balance, Shares at Dec. 31, 2021 | 5,750,000 | |||
Net Income (Loss) | 6,113,047 | 6,113,047 | ||
Ending Balance at Mar. 31, 2022 | (11,076,284) | $ 554 | 24,446 | (11,101,284) |
Ending balance, Shares at Mar. 31, 2022 | 5,750,000 | |||
Accretion of Class A ordinary shares subject to possible redemption | (175,949) | (175,949) | ||
Net Income (Loss) | 2,142,741 | 2,142,741 | ||
Ending Balance at Jun. 30, 2022 | $ (9,109,492) | $ 554 | $ 24,446 | $ (9,134,492) |
Ending balance, Shares at Jun. 30, 2022 | 5,750,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 5 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 1,057,735 | $ 8,255,788 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of warrants | (617,205) | (7,900,235) |
Offering costs allocated to warrants | 556,203 | 0 |
Other income relating to fair value exceeding amount paid for warrants | (1,139,755) | 0 |
Change in fair value of Forward Purchase Agreement | (50,000) | (640,000) |
Interest earned on cash and marketable securities held in Trust Account | (473) | (168,278) |
Changes in assets and liabilities: | ||
Prepaid expenses | (803,094) | 26,934 |
Long-term prepaid expenses | 0 | 157,432 |
Accrued offering costs and expenses | 0 | (24,682) |
Net cash used in operating activities | (996,589) | (293,041) |
Cash flows from investing activities: | ||
Principial deposited in Trust Account | (221,659,620) | 0 |
Net cash used in investing activities | (221,659,620) | 0 |
Cash flows from financing activities: | ||
Proceeds from sale of ordinary shares to initial shareholders | 25,000 | 0 |
Proceeds from initial public offering, net of costs | 217,226,427 | 0 |
Proceeds from private placement | 7,433,193 | 0 |
Payment of deferred offering costs | (617,885) | 0 |
Net cash provided by financing activities | 224,056,735 | 0 |
Net change in cash | 1,400,526 | (293,041) |
Cash, beginning of the period | 0 | 1,290,143 |
Cash, end of the period | 1,400,526 | 997,102 |
Supplemental disclosure of cash flow information: | ||
Accretion of Class A ordinary shares subject to redemption | 0 | 175,949 |
Initial value of common stock subject to possible redemption | 221,659,620 | 0 |
Initial classification of Forward Purchase Agreement | 1,270,000 | 0 |
Deferred underwriters' discount changed to additional paid-in capital | 7,758,087 | 0 |
Initial classification of warrant liability | $ 15,677,028 | $ 0 |
Organization, Business Operatio
Organization, Business Operation and Going Concern | 6 Months Ended |
Jun. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization, Business Operation and Going Concern | Note 1 — Organization, Business Operation and Going Concern Skydeck Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on February 9, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company. As of June 30, 2022 June 30, 2022 and the search for a target business with which to consummate an initial Business Combination. The Company’s sponsor is Skydeck Management LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on May 18, 2021 (the “Effective Date”). On May 21, 2021, the Public Public On May 25, 2021, the Company announced the closing of its sale of an additional 2,165,962 Units pursuant to the partial exercise by the underwriters of their over-allotment option (the “Over-Allotment Option”) (described below). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $21,659,620. Following the closing of the Over-Allotment Option, an aggregate amount of $221,659,620 has been placed in the Company’s trust account established in connection with the Initial Public Offering. The underwriters had a 45-day option from the date of the Company’s final prospectus for the Initial Public Offering (May 18, 2021) to purchase up to an additional 3,000,000 Units to cover over-allotments. As described above, the underwriters closed their partial exercise of . Following the partial exercise of the Over-Allotment Option, there were 22,165,962 Units outstanding. Additionally, 208,509 founder shares were forfeited to the Company for no consideration Substantially concurrently and resulting in 4,955,462 outstanding Private Placement Warrants The Private Placement Warrants are identical to the Public the Private Placement on a cashless basis; and (4) they (including the Class A Ordinary Shares issuable upon exercise of the Private Placement W arrants) are entitled to registration rights. A total of $221,659,620 was placed in a U.S.-based trust account (the “Trust Account”) at JPMorgan maintained by Continental Stock Transfer & Trust Company, acting as trustee. Transaction costs of the Initial Public Offering amounted to $12,819,165 consisting of $4,433,193 of underwriting discount, $7,758,087 of deferred underwriting discount, and $627,885 of other offering costs. Of the transaction costs, $556,203 was initially included within the statement of operations and $12,262,962 was included as a reduction of shareholders’ equity. Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Initial Public Offering, including the proceeds of the Private Placement Warrants, will be held in the Trust Account and may only be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the Company’s amended and restated memorandum and articles of association, and subject to the requirements of law and regulation, will provide that the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the Company’s public shareholders, until the earliest of (i) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of its Class A Ordinary Shares Ordinary Shares The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A Ordinary Shares The shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any, divided by the number of then outstanding public shares. The amount in the Trust Account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. The Class A Ordinary Shares The Company will have 24 months from the closing of the Initial Public Offering to consummate the initial Business Combination , which period lasts until May 21, 2023. The Sponsor and each member of the management team have agreed to (i) waive their redemption rights with respect to their founder shares (as described in Note 4 ), (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to consummate the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame), and (iv) vote their founder shares and public shares in favor of the Company’s initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (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 the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended, (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Risks and Uncertainties Management is continuing to evaluate and unaudited condensed unaudited condensed Liquidity , and Going Concern As of June 30, 2022 the the June 30, 2022 and December 31 2021, there were no balances On May 21, 2021, the Company consummated its Initial Public Offering (see Note 3) and private placement (see closed partial exercise of the private placements The Company’s initial shareholders - June 30, 2022 and December 31 Based on the foregoing, management believes that the Company will have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial 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,” management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until May 21, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 21, 2023. |
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 conformity pursuant to rules regulations the U. . of required by GAAP. reflect which include only adjustments the statement balances and The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as March 31, 2022, which contains audited financial statements and notes thereto. ended June 30, 2022 2022 Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 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 Securities Exchange Act of 1934, as amended ) 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 unaudited condensed 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 unaudited unaudited condensed 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 significantly from those estimates. Offering Costs Associated with Initial Public Offering Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs were charged to shareholders’ equity or the statement of operations based on the relative value of the Public Warrants and Private Placement June 30, 2022, and December 31 totaling fees fees Investments Held in Trust Account Investments held in the Trust Account are held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. 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 Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments will be recorded at fair value as of the Initial Public Offering and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the Public Warrants, the Private Placement (the “ ” and, collectively with the Public Warrants and the Private Placement Warrants, the “Warrants 6 Public Warrant and Private Placement Warrant Liability The Company has accounted total Public and Private Placement Warrants (comprised of the Public and the Private Placement Warrants The Company established the initial fair value for the Public Warrants and the Private Placement Warrants on May 21, 2021, the date of the consummation of the Initial Public Offering, and used a Monte Carlo simulation model to value the Public Warrants and the Private Placement Warrants. At June 30, 2022 and December 31, 2021, the Company used the closing market price for the Public Warrants to value the Public Warrants and determined the fair value of the Private Placement Warrants. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. Forward Purchase Agreement Warrant Liability The Company accounts for the 1,000,000 FPA Warrants in the Units associated with the forward purchase agreement We classify Warrants adjust The Company established the initial fair value for the FPA Warrants on May 21, 2021, the date of the consummation of the Initial Public Offering, and used a Monte Carlo simulation model to value the FPA Warrants. At June 30, 2022 and December 31, 2021, the Company used the closing market price for the Public Warrants to determined the fair value of the FPA Warrants. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such FPA Warrant classification is also subject to re-evaluation at each reporting period. Upon recognition of the FPA Warrant Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Net Income Per Share The Company has two classes of ordinary shares, which are referred to as Class A Ordinary Shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shareholders. Private Placement Warrants and Public Warrants to purchase an aggregate of 12,344,116 Class A Ordinary Shares at $11.50 per share were issued on May 21, 2021 and May 25, 2021. No Public Warrants or Private Placement Warrants were exercised during the three months ended June 30, 2022 and period from February 9, 2021 (inception) to June 30, 2021. The calculation of diluted income per ordinary share does not consider the effect of (i) the Public Warrants issued in connection with the Initial Public Offering or the exercise of the over-allotment and (ii) the Private Placement Warrants, since the exercise of the Public Warrants and the Private Placement Warrants is contingent upon the occurrence of future events. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods. Remeasurement associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value. For the Three Months Ended June 30, For the Six Months Ended For the period from February 9, 2021 (inception) 2022 2021 June 30, 2022 through June 30, 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, adjusted for $ 1,714,193 $ 428,548 $ 856,258 $ 214,065 $ 6,604,630 $ 1,651,158 $ 6,339,018 $ 5,679,497 Denominator: Basic and diluted weighted average shares outstanding 22,165,962 5,541,491 22,165,962 5,750,000 22,165,962 5,541,491 557,889 499,846 Basic and diluted net income per ordinary share $ 0.08 $ 0.08 $ 0.04 $ 0.04 $ 0.30 $ 0.30 $ 0.09 $ 0.09 Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, all ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As of June 30, 2022 and December 31, 2021, the Class A Ordinary Shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross Proceeds $ 221,659,620 Less: Class A Ordinary Shares issuance costs (12,262,962 ) Proceeds allocated to Public Warrants (9,383,590 ) Plus: Remeasurement of carrying value to redemption value 21,646,552 Class A Ordinary Shares subject to possible redemption, December 31, 2021 $ 221,659,620 Plus: Remeasurement of carrying value to redemption value 175,949 Class A Ordinary Shares subject to possible redemption, June 30, 2022 $ 221,835,569 Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current accounting principles generally accepted in the United States of America. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The company has complied with ASU 2020-06 since its inception on February 9, 2021. Adoption of ASU 2020-06 did not impact the company’s financial position, results of operations or cash flows. The Company’s 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 accompanying unaudited condensed |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Units On May 21, 2021, Company consummated its Initial Public Offering of 20,000,000 Units. Eac h Unit consists of one Class A O rdinary S hare of the Company, par value $ 0.0001 per share, and one-third of one redeemable Public W a rrant of the Company , each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $ 11.50 per share. The Units were sold at a price of $ 10.00 per unit, generating gross proceeds to the Company of $ 200,000,000 . The W arrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the Initial Public Offering , and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On May 25, 2021, the Company announced the closing of its sale of an additional 2,165,962 Units pursuant to the partial exercise by the underwriters of their Over-Allotment Option. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $21,659,620. Following the closing of the Over-Allotment Option, an aggregate amount of $221,659,620 has been placed in the Trust Account The underwriters had a 45-day option from the date of the Company’s prospectus closed the partial exercise of Following the partial exercise of the Over-Allotment Option, there were 22,165,962 Units outstanding. Warrants Each whole Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or its 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, and (z) the volume weighted average trading price of the Company’s Class A Ordinary Shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 described below under “Redemption of Warrants when the price per Class A Ordinary Share equals or exceed $10.00” and “Redemption of Warrants when the price per Class A Ordinary Share equal or exceed $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 Warrants will become exercisable on the later of 12 months from the closing of the Initial Public Offering or 30 days after the completion of the Company’s initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A Ordinary Shares Public Redemption of Warrants when the price per Class A Ordinary Share equals or exceeds $18.00 . Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. Redemption of Warrants when the price per Class A Ordinary Share equals or exceeds $10.00 . Once the Warrants become exercisable, the Company may redeem the outstanding Warrants • in whole and not in part; • at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of the Company’s Class A Ordinary Shares; • if, and only if, the closing price of the Company’s Class A Ordinary Shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A Ordinary Shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. Private Placement Warrants and FPA Warrants See Note 4 - Private Placement and Note 7 - Commitments and Contingencies - Forward Purchase Agreement concerning certain terms of the Private Placement Warrants and FPA Warrants that differ from the terms of the Public Warrants. |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2022 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,666,667 the Sponsor and resulting in 4,955,462 outstanding Private Placement Warrants. The Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or saleable If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public |
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 12, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 (the “Class B ordinary shares”). In May 2021, the Sponsor returned to the Company, for no consideration an aggregate of 1,437,500 Class B ordinary shares, which were cancelled, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding and held by the initial shareholders. All share and per share amounts have been retroactively restated (see Note 6). With the partial exercise of the Over-Allotment Option and subsequent expiration of the underwriters’ Over-Allotment Option, 5,541,491 founder shares were outstanding at July 2, 2021 and were The Sponsor and the directors and executive officers have agreed, not to transfer, assign or sell any of the founder shares Promissory Note—Related Party On February 12, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. This loan was non-interest bearing, unsecured and was due at the earlier of June 30, 2021 or the closing of the Initial Public Offering. The loan was repaid upon the closing of the Initial Public Offering out of the offering proceeds not held in the Trust Account. As of June 30, 2022 and December 31 After the close of the Initial Public Offering, funds are no longer available under this note. Working Capital Loans In order to finance transaction costs in connection with an initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. 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 the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Warrants of the post-Business Combination entity at a price of $1.50 per Warrant at the option of the lender. The Warrants would be identical to the Private Placement Warrants. As of June 30, 2022 and December 31 Office Space, Secretarial and Administrative Services Since the date that the Company’s securities were first listed, an affiliate of the Sponsor has provided members of the management team office space, secretarial and administrative services at no cost. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Abstract] | |
Recurring Fair Value Measurements | Note 6 — Recurring Fair Value Measurements At June 30, 2022 and December 31 Public Warrant and Private Placement was $ 2,221,941 $ 10,122,176 and FPA Warrants were valued at $180,000 and $820,000, respectively. The Company’s trust assets on the condensed balance sheet consist of U. S. Money Market funds which are classified as cash equivalents. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. Recurring Fair Value Measurements On July 9, 2021, the Company’s Public Warrants began trading separately from the Units on the Nasdaq Capital Market (“ Nasdaq he Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. The Company determined the Private Placement Warrants and the FPA Warrants were economically equivalent to the Public Warrants. As the valuation is determined using quoted prices for similar instruments The following table presents information as of June 30, 2022 and December 31, 2021 of financial assets and and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. June 30, 2022 Level 1 Level 2 Level 3 U.S. Money Market held in Trust Account $ 221,835,569 $ 221,835,569 $ — $ — Public Warrant Liability $ 1,329,958 $ 1,329,958 $ — $ — Private Warrant Liability $ 891,983 $ — $ 891,983 $ — Forward Purchase Agreement Liability $ 180,000 $ — $ 180,000 $ — December 31, 2021 Level 1 Level 2 Level 3 U.S. Money Market held in Trust Account $ 221,667,291 $ 221,667,291 $ — $ — Public Warrant Liability $ 6,058,696 $ 6,058,696 $ — $ — Private Warrant Liability $ 4,063,479 $ — $ 4,063,479 $ — Forward Purchase Agreement Liability $ 820,000 $ — $ 820,000 $ — Measurement The Company established the initial fair value for the Warrants on May 21, 2021, the date of the consummation of the Company’s Initial Public Offering and used a Monte Carlo simulation model to value the Warrants. At December 31 The key inputs into the Monte Carlo simulation models were as follows at December 31, 2021 : Input December 31, 2021 Risk-free interest rate 1.04 % Expected term (years) 5.00 Expected volatility 26.0 % Exercise price $ 11.50 Probability of business combination 80 % |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 — Commitments and Contingencies Registration Rights The holders of the founder shares, Private Placement Warrants and any Warrants that may be issued upon conversion of Working Capital Loans (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants and Warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement signed on the Effective Date. 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 Company’s completion of its initial Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the founder shares, and (ii) in the case of the Private Placement Warrants and the respective Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Warrant Amendments The warrant agreement provides that the terms of the Warrants may be amended without the consent of any shareholder or warrant holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding Public Warrants to make any change that adversely affects the rights of the registered holders of Public Warrants. Accordingly, the Company may amend the terms of the Public Warrants in a manner adverse to a holder of Public Warrants if holders of at least a majority of the then outstanding Public Warrants approve of such amendment. Although the Company’s ability to amend the terms of the Public Warrants with the consent of at least a majority of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Warrants, convert the Warrants into cash or shares, shorten the exercise period or decrease the number of Class A Ordinary Shares purchasable upon exercise of a Warrant. Underwriting Agreement The underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Units to cover over-allotments, if any. On May 25, 2021, the underwriters closed their partial exercise of The underwriters were paid a cash underwriting discount of 2% of the gross proceeds of the Initial Public Offering, or $4,433,193. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering, or $7,758,087, upon the completion of the Company’s initial Business Combination. Forward Purchase Agreement The Sponsor, which has received personal commitments from certain founders, has entered into a forward purchase agreement with the Company pursuant to which the Sponsor has agreed to subscribe for an aggregate of 3,000,000 forward purchase units, consisting of one Class A Ordinary Share, or a forward purchase share, and one-third of one Warrant to purchase one Class A Ordinary Share, or an FPA Warrant Public in Initial Public Offering |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | Note 8 — Class A Ordinary Shares Subject to Possible Redemption Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A Ordinary Shares with a par value of $0.0001 per share. At June 30, 2022 and December 31 , 2021, there were no Class A Ordinary Shares issued and outstanding (excluding 22,165,962 shares subject to redemption). |
Shareholders' Deficit
Shareholders' Deficit | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Shareholders' Deficit | Note 9 — Shareholders’ Deficit Preference shares— The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30 , 2022 and December 31 , 2021, there were no preference shares issued or outstanding. Class B ordinary shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. At May 21 , 2021, there were 5,750,000 Class B ordinary shares issued and outstanding with an aggregate of up to 750,000 shares subject to forfeiture to the Company for no consideration to the extent that the underwriters’ Over-Allotment Option was not exercised in full or in part, so that the initial shareholders collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. With the partial exercise of the Over-Allotment Option and subsequent expiration of the underwriters’ Over-Allotment Option, 5,541,491 founder shares were outstanding at June 30 , 2022 and December 31 , 2021, with 208,509 founder shares forfeited. 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. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a simple majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A Ordinary Shares (which such Class A Ordinary Shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares |
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 balance sheet date up to the date that the unaudited condensed statements unaudited condensed 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 conformity pursuant to rules regulations the U. . of required by GAAP. reflect which include only adjustments the statement balances and The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as March 31, 2022, which contains audited financial statements and notes thereto. ended June 30, 2022 2022 |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 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 Securities Exchange Act of 1934, as amended ) 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 unaudited condensed 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 unaudited unaudited condensed 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 significantly from those estimates. |
Offering Costs Associated with Initial Public Offering | Offering Costs Associated with Initial Public Offering Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs were charged to shareholders’ equity or the statement of operations based on the relative value of the Public Warrants and Private Placement June 30, 2022, and December 31 totaling fees fees |
Investments Held in Trust Account | Investments Held in Trust Account Investments held in the Trust Account are held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
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 Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments will be recorded at fair value as of the Initial Public Offering and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the Public Warrants, the Private Placement (the “ ” and, collectively with the Public Warrants and the Private Placement Warrants, the “Warrants 6 |
Public Warrant and Private Placement Warrant Liability | Public Warrant and Private Placement Warrant Liability The Company has accounted total Public and Private Placement Warrants (comprised of the Public and the Private Placement Warrants The Company established the initial fair value for the Public Warrants and the Private Placement Warrants on May 21, 2021, the date of the consummation of the Initial Public Offering, and used a Monte Carlo simulation model to value the Public Warrants and the Private Placement Warrants. At June 30, 2022 and December 31, 2021, the Company used the closing market price for the Public Warrants to value the Public Warrants and determined the fair value of the Private Placement Warrants. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. |
Forward Purchase Agreement Warrant Liability | Forward Purchase Agreement Warrant Liability The Company accounts for the 1,000,000 FPA Warrants in the Units associated with the forward purchase agreement We classify Warrants adjust The Company established the initial fair value for the FPA Warrants on May 21, 2021, the date of the consummation of the Initial Public Offering, and used a Monte Carlo simulation model to value the FPA Warrants. At June 30, 2022 and December 31, 2021, the Company used the closing market price for the Public Warrants to determined the fair value of the FPA Warrants. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such FPA Warrant classification is also subject to re-evaluation at each reporting period. Upon recognition of the FPA Warrant |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Net Income Per Share | Net Income Per Share The Company has two classes of ordinary shares, which are referred to as Class A Ordinary Shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shareholders. Private Placement Warrants and Public Warrants to purchase an aggregate of 12,344,116 Class A Ordinary Shares at $11.50 per share were issued on May 21, 2021 and May 25, 2021. No Public Warrants or Private Placement Warrants were exercised during the three months ended June 30, 2022 and period from February 9, 2021 (inception) to June 30, 2021. The calculation of diluted income per ordinary share does not consider the effect of (i) the Public Warrants issued in connection with the Initial Public Offering or the exercise of the over-allotment and (ii) the Private Placement Warrants, since the exercise of the Public Warrants and the Private Placement Warrants is contingent upon the occurrence of future events. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods. Remeasurement associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value. For the Three Months Ended June 30, For the Six Months Ended For the period from February 9, 2021 (inception) 2022 2021 June 30, 2022 through June 30, 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, adjusted for $ 1,714,193 $ 428,548 $ 856,258 $ 214,065 $ 6,604,630 $ 1,651,158 $ 6,339,018 $ 5,679,497 Denominator: Basic and diluted weighted average shares outstanding 22,165,962 5,541,491 22,165,962 5,750,000 22,165,962 5,541,491 557,889 499,846 Basic and diluted net income per ordinary share $ 0.08 $ 0.08 $ 0.04 $ 0.04 $ 0.30 $ 0.30 $ 0.09 $ 0.09 |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, all ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As of June 30, 2022 and December 31, 2021, the Class A Ordinary Shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross Proceeds $ 221,659,620 Less: Class A Ordinary Shares issuance costs (12,262,962 ) Proceeds allocated to Public Warrants (9,383,590 ) Plus: Remeasurement of carrying value to redemption value 21,646,552 Class A Ordinary Shares subject to possible redemption, December 31, 2021 $ 221,659,620 Plus: Remeasurement of carrying value to redemption value 175,949 Class A Ordinary Shares subject to possible redemption, June 30, 2022 $ 221,835,569 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current accounting principles generally accepted in the United States of America. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The company has complied with ASU 2020-06 since its inception on February 9, 2021. Adoption of ASU 2020-06 did not impact the company’s financial position, results of operations or cash flows. The Company’s 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 accompanying unaudited condensed |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Net Income Per Share | For the Three Months Ended June 30, For the Six Months Ended For the period from February 9, 2021 (inception) 2022 2021 June 30, 2022 through June 30, 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, adjusted for $ 1,714,193 $ 428,548 $ 856,258 $ 214,065 $ 6,604,630 $ 1,651,158 $ 6,339,018 $ 5,679,497 Denominator: Basic and diluted weighted average shares outstanding 22,165,962 5,541,491 22,165,962 5,750,000 22,165,962 5,541,491 557,889 499,846 Basic and diluted net income per ordinary share $ 0.08 $ 0.08 $ 0.04 $ 0.04 $ 0.30 $ 0.30 $ 0.09 $ 0.09 |
Summary of Class A Ordinary Shares Subject to Possible Redemption | As of June 30, 2022 and December 31, 2021, the Class A Ordinary Shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross Proceeds $ 221,659,620 Less: Class A Ordinary Shares issuance costs (12,262,962 ) Proceeds allocated to Public Warrants (9,383,590 ) Plus: Remeasurement of carrying value to redemption value 21,646,552 Class A Ordinary Shares subject to possible redemption, December 31, 2021 $ 221,659,620 Plus: Remeasurement of carrying value to redemption value 175,949 Class A Ordinary Shares subject to possible redemption, June 30, 2022 $ 221,835,569 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Hierarchy of Company's Liabilities Accounted at Fair Value on Recurring Basis | The following table presents information as of June 30, 2022 and December 31, 2021 of financial assets and and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. June 30, 2022 Level 1 Level 2 Level 3 U.S. Money Market held in Trust Account $ 221,835,569 $ 221,835,569 $ — $ — Public Warrant Liability $ 1,329,958 $ 1,329,958 $ — $ — Private Warrant Liability $ 891,983 $ — $ 891,983 $ — Forward Purchase Agreement Liability $ 180,000 $ — $ 180,000 $ — December 31, 2021 Level 1 Level 2 Level 3 U.S. Money Market held in Trust Account $ 221,667,291 $ 221,667,291 $ — $ — Public Warrant Liability $ 6,058,696 $ 6,058,696 $ — $ — Private Warrant Liability $ 4,063,479 $ — $ 4,063,479 $ — Forward Purchase Agreement Liability $ 820,000 $ — $ 820,000 $ — |
Schedule of Key Inputs Into Monte Carlo Simulation Models of Fair Value Measurement | The key inputs into the Monte Carlo simulation models were as follows at December 31, 2021 : Input December 31, 2021 Risk-free interest rate 1.04 % Expected term (years) 5.00 Expected volatility 26.0 % Exercise price $ 11.50 Probability of business combination 80 % |
Organization, Business Operat_2
Organization, Business Operation and Going Concern - Additional Information (Details) - USD ($) | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jul. 02, 2021 | May 25, 2021 | May 21, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Organization Business Operation And Going Concern [Line Items] | ||||||
Entity incorporation, date of incorporation | Feb. 09, 2021 | |||||
Share price | $ 10 | |||||
Proceeds from initial public offering, net of costs | $ 221,659,620 | $ 217,226,427 | $ 0 | |||
Accumulated deficit | $ (9,134,492) | $ (17,214,331) | ||||
Combination period | 24 months | |||||
Number of business days reasonably possible to redeem the public shares | 10 days | |||||
Transaction agreement description | Company has discussed entering into a transaction agreement, reduce the amount of funds 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 the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended, (the “Securities Act”). | |||||
Cash | $ 997,102 | 1,290,143 | ||||
Working capital | 1,050,536 | |||||
Promissory Note | ||||||
Organization Business Operation And Going Concern [Line Items] | ||||||
Promissory Note - Related Party | $ 0 | 0 | ||||
Working Capital Loans | ||||||
Organization Business Operation And Going Concern [Line Items] | ||||||
Exercise price of warrant | $ 1.50 | |||||
Debt instrument conversion price | $ 1.50 | |||||
Borrowing | $ 0 | 0 | ||||
Minimum | ||||||
Organization Business Operation And Going Concern [Line Items] | ||||||
Net tangible assets | 5,000,001 | |||||
Maximum | ||||||
Organization Business Operation And Going Concern [Line Items] | ||||||
Amount of interest to pay dissolution expenses | 100,000 | |||||
Maximum | Working Capital Loans | Warrant | ||||||
Organization Business Operation And Going Concern [Line Items] | ||||||
Debt instrument convertible into warrants | 1,500,000 | |||||
Skydeck Management LLC | Promissory Note | ||||||
Organization Business Operation And Going Concern [Line Items] | ||||||
Promissory Note - Related Party | $ 0 | 0 | ||||
Private Placement Warrants | Skydeck Management LLC | ||||||
Organization Business Operation And Going Concern [Line Items] | ||||||
Warrants issued | 4,666,667 | 4,666,667 | ||||
Price per share | $ 1.50 | $ 1.50 | ||||
Gross proceeds from issuance of warrants | $ 7,000,000 | $ 7,000,000 | ||||
Class A Ordinary Shares | ||||||
Organization Business Operation And Going Concern [Line Items] | ||||||
Proceeds from initial public offering, net of costs | 221,659,620 | |||||
Gross proceeds from issuance of warrants | $ 9,383,590 | |||||
Initial Public Offering | ||||||
Organization Business Operation And Going Concern [Line Items] | ||||||
Stock issued during period, shares | 20,000,000 | |||||
Amount placed in trust account | $ 221,659,620 | |||||
Transaction costs | 12,819,165 | |||||
Underwriting discount | 4,433,193 | |||||
Deferred underwriting discount | 7,758,087 | |||||
Other offering costs | $ 627,885 | |||||
Minimum public share price due to reductions in the value of the trust assets less taxes payable | $ 10 | |||||
Initial Public Offering | Class A Ordinary Shares | ||||||
Organization Business Operation And Going Concern [Line Items] | ||||||
Net of warrant liability initial fair value, shares | 20,000,000 | |||||
Shares issued, price per share | $ 0.0001 | |||||
Exercise price of warrant | 11.50 | |||||
Share price | $ 10 | |||||
Proceeds from initial public offering, net of costs | $ 200,000,000 | |||||
Initial Public Offering | Class A Ordinary Shares | Warrant | ||||||
Organization Business Operation And Going Concern [Line Items] | ||||||
Exercise price of warrant | $ 11.50 | |||||
Over-Allotment Option | ||||||
Organization Business Operation And Going Concern [Line Items] | ||||||
Net of warrant liability initial fair value, shares | 2,165,962 | |||||
Share price | $ 10 | |||||
Proceeds from initial public offering, net of costs | $ 21,659,620 | |||||
Underwriters option to purchase additional units, term | 45 days | |||||
Stock issued during period, shares | 2,165,962 | 3,000,000 | ||||
Number of shares exercised in underwriters option to purchase additional units | 2,165,962 | |||||
Share units unexercised and expired | 834,038 | |||||
Over-allotment option expiration date | Jul. 02, 2021 | |||||
Number of share units outstanding | 22,165,962 | |||||
Over-Allotment Option | Private Placement Warrants | Skydeck Management LLC | ||||||
Organization Business Operation And Going Concern [Line Items] | ||||||
Warrants issued | 288,795 | 288,795 | ||||
Gross proceeds from issuance of warrants | $ 433,193 | $ 433,193 | ||||
Number of outstanding warrants | 4,955,462 | 4,955,462 | ||||
Over-Allotment Option | Class B Ordinary Shares | ||||||
Organization Business Operation And Going Concern [Line Items] | ||||||
Shares forfeited | 208,509 | |||||
Shares forfeited, value | $ 0 | |||||
Continental Stock Transfer & Trust Company | ||||||
Organization Business Operation And Going Concern [Line Items] | ||||||
Amount placed in trust account | 221,659,620 | |||||
Transaction Cost | ||||||
Organization Business Operation And Going Concern [Line Items] | ||||||
Accumulated deficit | 556,203 | |||||
Reduction of shareholders? equity | 12,262,962 | |||||
Private Placement | ||||||
Organization Business Operation And Going Concern [Line Items] | ||||||
Amount placed in trust account | 221,659,620 | |||||
Cash held outside of trust account | 2,116,565 | |||||
Private Placement | Skydeck Management LLC | ||||||
Organization Business Operation And Going Concern [Line Items] | ||||||
Gross proceeds from issuance of warrants | $ 433,193 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 11 Months Ended | ||
May 25, 2021 | May 21, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Class A Ordinary Shares | ||||||
Accounting Policies [Line Items] | ||||||
Class of warrants or rights issued during the period | 12,344,116 | |||||
Class of warrants or rights issued during period, per share | $ 11.50 | |||||
Public Warrants | ||||||
Accounting Policies [Line Items] | ||||||
Warrants exercised | 0 | |||||
Private Placement Warrants | ||||||
Accounting Policies [Line Items] | ||||||
Warrants exercised | 0 | |||||
Private Placement Warrants | Class A Ordinary Shares | ||||||
Accounting Policies [Line Items] | ||||||
Class of warrants or rights issued during the period | 12,344,116 | |||||
Class of warrants or rights issued during period, per share | $ 11.50 | |||||
Forward Purchase Agreement Warrants | ||||||
Accounting Policies [Line Items] | ||||||
Class of warrants or rights issued during the period | 1,000,000 | 1,000,000 | ||||
Initial Public Offering | ||||||
Accounting Policies [Line Items] | ||||||
Offering costs | $ 12,819,165 | $ 12,819,165 | ||||
Underwriting fee | 4,433,193 | |||||
Deferred underwriting fee | $ 7,758,087 | 7,758,087 | ||||
Other offering costs | 627,885 | |||||
Offering costs associated with public warrants and private placement warrants | 556,203 | |||||
Stock issue related cost as reduction to shareholders? equity | $ 12,262,962 | |||||
Initial Public Offering | Total Public Warrants and Private Placement Warrants [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Class of warrants or rights issued during the period | 12,344,116 | |||||
Initial Public Offering | Public Warrants | ||||||
Accounting Policies [Line Items] | ||||||
Class of warrants or rights issued during the period | 7,388,654 | |||||
Initial Public Offering | Private Placement Warrants | ||||||
Accounting Policies [Line Items] | ||||||
Class of warrants or rights issued during the period | 4,955,462 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Net Income Per Share (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Numerator: | ||||
Allocation of net income, adjusted for | $ 1,057,735 | $ 8,255,788 | ||
Class A Ordinary Shares | ||||
Numerator: | ||||
Allocation of net income, adjusted for | $ 1,714,193 | $ 856,258 | $ 6,339,018 | $ 6,604,630 |
Denominator: | ||||
Basic weighted average shares outstanding | 22,165,962 | 22,165,962 | 557,889 | 22,165,962 |
Diluted weighted average shares outstanding | 22,165,962 | 22,165,962 | 557,889 | 22,165,962 |
Basic net income per ordinary share | $ 0.08 | $ 0.04 | $ 0.09 | $ 0.30 |
Diluted net income per ordinary share | $ 0.08 | $ 0.04 | $ 0.09 | $ 0.30 |
Class B Ordinary Shares | ||||
Numerator: | ||||
Allocation of net income, adjusted for | $ 428,548 | $ 214,065 | $ 5,679,497 | $ 1,651,158 |
Denominator: | ||||
Basic weighted average shares outstanding | 5,541,491 | 5,750,000 | 499,846 | 5,541,491 |
Diluted weighted average shares outstanding | 5,541,491 | 5,750,000 | 499,846 | 5,541,491 |
Basic net income per ordinary share | $ 0.08 | $ 0.04 | $ 0.09 | $ 0.30 |
Diluted net income per ordinary share | $ 0.08 | $ 0.04 | $ 0.09 | $ 0.30 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | 5 Months Ended | 6 Months Ended | 12 Months Ended | |
May 25, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||||
Gross Proceeds | $ 221,659,620 | $ 217,226,427 | $ 0 | |
Remeasurement of carrying value to redemption value | $ 0 | 175,949 | ||
Class A Ordinary Shares | ||||
Temporary Equity [Line Items] | ||||
Gross Proceeds | $ 221,659,620 | |||
Class A Ordinary Shares issuance costs | (12,262,962) | |||
Proceeds allocated to Public Warrants | (9,383,590) | |||
Class A Ordinary Shares subject to possible redemption, December 31, 2021 | 221,659,620 | |||
Remeasurement of carrying value to redemption value | 175,949 | 21,646,552 | ||
Class A Ordinary Shares subject to possible redemption, June 30, 2022 | $ 221,835,569 | $ 221,659,620 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jul. 02, 2021 | May 25, 2021 | May 21, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Initial Public Offering [Line Items] | ||||||
Share price | $ 10 | |||||
Proceeds from initial public offering, net of costs | $ 221,659,620 | $ 217,226,427 | $ 0 | |||
Warrants exercisable description | The Warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. | |||||
Warrants and rights outstanding, term | 5 years | |||||
Public Warrants | ||||||
Initial Public Offering [Line Items] | ||||||
Class of warrants or rights period after which exercisable | The Warrants will become exercisable on the later of 12 months from the closing of the Initial Public Offering or 30 days after the completion of the Company’s initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination | |||||
Class of warrants or rights period within which registration shall be effective | 60 days | |||||
Class A Ordinary Shares | ||||||
Initial Public Offering [Line Items] | ||||||
Common stock, par value per share | $ 0.0001 | $ 0.0001 | ||||
Proceeds from initial public offering, net of costs | $ 221,659,620 | |||||
Number of trading days for determining volume weighted average share price | 20 days | |||||
Class of warrant redemption notice period | 30 days | |||||
Class A Ordinary Shares | Share Price Equal or Exceeds Dollar 10.00 | ||||||
Initial Public Offering [Line Items] | ||||||
Exercise price of warrant | $ 0.10 | |||||
Price per share | 10 | |||||
Exercise price of warrant | 0.10 | |||||
Class of warrant or rights redemption closing price per share | 10 | |||||
Class A Ordinary Shares | Share Price Equal or Exceeds Dollar 18.00 | ||||||
Initial Public Offering [Line Items] | ||||||
Exercise price of warrant | 0.01 | |||||
Price per share | 18 | |||||
Exercise price of warrant | $ 0.01 | |||||
Class of warrant redemption notice period | 30 days | |||||
Class of warrant or rights redemption closing price per share | $ 18 | |||||
Class A Ordinary Shares | Maximum | Share Price Equal or Exceeds Dollar 10.00 | ||||||
Initial Public Offering [Line Items] | ||||||
Exercise price of warrant | 18 | |||||
Exercise price of warrant | 18 | |||||
Class A Ordinary Shares | Public Warrants | ||||||
Initial Public Offering [Line Items] | ||||||
Exercise price of warrant | 11.50 | |||||
Price per share | $ 9.20 | |||||
Percentage of aggregate gross proceeds from business combination over total equity proceeds | 60% | |||||
Number of trading days for determining volume weighted average share price | 10 days | |||||
Volume weighted average share price | $ 9.20 | |||||
Percentage of exercise price of warrants over newly issued share price | 115% | |||||
Warrant exercise price payable ceiling | 0.361 | |||||
Number of trading days after the date of notice for determining the fair market value of shares | 10 days | |||||
Exercise price of warrant | $ 11.50 | |||||
Class A Ordinary Shares | Public Warrants | Share Price Equal or Exceeds Dollar 10.00 | ||||||
Initial Public Offering [Line Items] | ||||||
Percentage of exercise price of warrants over newly issued share price | 100% | |||||
Class A Ordinary Shares | Public Warrants | Share Price Equal or Exceeds Dollar 18.00 | ||||||
Initial Public Offering [Line Items] | ||||||
Percentage of exercise price of warrants over newly issued share price | 180% | |||||
Class A Ordinary Shares | Public Warrants | Minimum | ||||||
Initial Public Offering [Line Items] | ||||||
Share redemption trigger price | $ 10 | |||||
Class A Ordinary Shares | Public Warrants | Maximum | ||||||
Initial Public Offering [Line Items] | ||||||
Share redemption trigger price | $ 18 | |||||
Initial Public Offering | ||||||
Initial Public Offering [Line Items] | ||||||
Stock issued during period, shares | 20,000,000 | |||||
Amount placed in trust account | $ 221,659,620 | |||||
Initial Public Offering | Class A Ordinary Shares | ||||||
Initial Public Offering [Line Items] | ||||||
Number of shares issued per unit | 1 | |||||
Common stock, par value per share | $ 0.0001 | |||||
Exercise price of warrant | 11.50 | |||||
Share price | $ 10 | |||||
Proceeds from initial public offering, net of costs | $ 200,000,000 | |||||
Exercise price of warrant | $ 11.50 | |||||
Initial Public Offering | Class A Ordinary Shares | Warrant | ||||||
Initial Public Offering [Line Items] | ||||||
Common stock conversion basis | one-third of one redeemable Public Warrant | |||||
Shares issuable per warrant | 1 | |||||
Exercise price of warrant | $ 11.50 | |||||
Exercise price of warrant | $ 11.50 | |||||
Over-Allotment Option | ||||||
Initial Public Offering [Line Items] | ||||||
Stock issued during period, shares | 2,165,962 | 3,000,000 | ||||
Share price | $ 10 | |||||
Proceeds from initial public offering, net of costs | $ 21,659,620 | |||||
Gross proceeds from over allotment option | $ 21,659,620 | |||||
Underwriters option to purchase additional units, term | 45 days | |||||
Underwriters option to purchase additional units | 3,000,000 | |||||
Number of shares exercised in underwriters option to purchase additional units | 2,165,962 | |||||
Over-allotment option expiration date | Jul. 02, 2021 | |||||
Share units unexercised and expired | 834,038 |
Private Placement - Additional
Private Placement - Additional Information (Details) - Private Placement Warrants - Skydeck Management LLC - USD ($) | 6 Months Ended | |
May 25, 2021 | Jun. 30, 2022 | |
Private Placement [Line Items] | ||
Warrants issued | 4,666,667 | 4,666,667 |
Price per share | $ 1.50 | $ 1.50 |
Gross proceeds from issuance of warrants | $ 7,000,000 | $ 7,000,000 |
Over-Allotment Option | ||
Private Placement [Line Items] | ||
Warrants issued | 288,795 | 288,795 |
Gross proceeds from issuance of warrants | $ 433,193 | $ 433,193 |
Number of outstanding warrants | 4,955,462 | 4,955,462 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 6 Months Ended | 11 Months Ended | |||||
Jul. 02, 2021 | Feb. 12, 2021 | May 31, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | May 25, 2021 | May 21, 2021 | |
Related Party Transaction [Line Items] | |||||||||
Class B ordinary shares issued to Sponsor | $ 25,000 | ||||||||
Share price | $ 10 | ||||||||
Promissory Note | |||||||||
Related Party Transaction [Line Items] | |||||||||
Promissory Note - Related Party | $ 0 | $ 0 | |||||||
Working Capital Loans | |||||||||
Related Party Transaction [Line Items] | |||||||||
Exercise price of warrant | $ 1.50 | ||||||||
Borrowing | $ 0 | $ 0 | |||||||
Maximum | Working Capital Loans | Warrant | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt conversion converted instrument amount | 1,500,000 | ||||||||
Over-Allotment Option | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share price | $ 10 | ||||||||
Founder | Over-Allotment Option | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares forfeited | 208,509 | ||||||||
Ordinary shares, shares outstanding | 5,541,491 | ||||||||
Skydeck Management LLC | Promissory Note | |||||||||
Related Party Transaction [Line Items] | |||||||||
Promissory Note - Related Party | $ 0 | $ 0 | |||||||
Skydeck Management LLC | Initial Public Offering | |||||||||
Related Party Transaction [Line Items] | |||||||||
Promissory note payment terms | This loan was non-interest bearing, unsecured and was due at the earlier of June 30, 2021 or the closing of the Initial Public Offering. | ||||||||
Skydeck Management LLC | Initial Public Offering | Maximum | Promissory Note | |||||||||
Related Party Transaction [Line Items] | |||||||||
Promissory note face amount | $ 300,000 | ||||||||
Class B Ordinary Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Ordinary shares, shares outstanding | 5,541,491 | 5,541,491 | |||||||
Class B Ordinary Shares | Over-Allotment Option | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares forfeited, value | $ 0 | ||||||||
Shares forfeited | 208,509 | ||||||||
Class B Ordinary Shares | Founder | Over-Allotment Option | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares forfeited | 208,509 | 208,509 | |||||||
Ordinary shares, shares outstanding | 5,541,491 | 5,541,491 | |||||||
Class B Ordinary Shares | Skydeck Management LLC | Founder | |||||||||
Related Party Transaction [Line Items] | |||||||||
Class B ordinary shares issued to Sponsor | $ 25,000 | ||||||||
Share price | $ 0.003 | ||||||||
Class B ordinary shares issued to Sponsor, Shares | 7,187,500 | ||||||||
Ordinary shares, par value | $ 0.0001 | ||||||||
Shares forfeited, value | $ 0 | ||||||||
Shares forfeited | 1,437,500 | ||||||||
Ordinary shares, shares outstanding | 5,750,000 | ||||||||
Class A Ordinary Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | |||||||
Ordinary shares, shares outstanding | 0 | 0 | |||||||
Class A Ordinary Shares | Initial Public Offering | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share price | $ 10 | ||||||||
Ordinary shares, par value | 0.0001 | ||||||||
Exercise price of warrant | 11.50 | ||||||||
Class A Ordinary Shares | Initial Public Offering | Warrant | |||||||||
Related Party Transaction [Line Items] | |||||||||
Exercise price of warrant | $ 11.50 | ||||||||
Class A Ordinary Shares | Skydeck Management LLC | After Completion of Business Combination | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share price | $ 12 | ||||||||
Lock in period of founders shares | 1 year | ||||||||
Common stock, transfers threshold trading days | 20 days | ||||||||
Common stock, transfers threshold consecutive trading days | 30 days | ||||||||
Period from business combination for which closing price of share is considered | 150 days |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements - Additional Information (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Public Warrant and Private Placement Warrant liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants, fair value | $ 2,221,941 | $ 10,122,176 |
Forward Purchase Agreement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants, fair value | $ 180,000 | $ 820,000 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements - Schedule of Fair Value Information of Company's Financial Assets and Liabilities Accounted at Fair Value on Recurring Basis (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
U.S. Money Market held in Trust Account | 221,835,569 | 221,667,291 |
Public Warrant | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liability | $ 1,329,958 | $ 6,058,696 |
Private Warrant | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liability | 891,983 | 4,063,479 |
Forward Purchase Agreement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liability | $ 180,000 | $ 820,000 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
U.S. Money Market held in Trust Account | 221,835,569 | 221,667,291 |
Level 1 | Public Warrant | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liability | $ 1,329,958 | $ 6,058,696 |
Level 2 | Private Warrant | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liability | 891,983 | 4,063,479 |
Level 2 | Forward Purchase Agreement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liability | $ 180,000 | $ 820,000 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements - Schedule of Key Inputs Into Monte Carlo Simulation Models of Fair Value Measurement (Details) - Monte Carlo Simulation Models | Dec. 31, 2021 USD ($) Year |
Risk-free Interest Rate | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement inputs | 1.04 |
Expected Term (Years) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement inputs | Year | 5 |
Expected Volatility | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement inputs | 26 |
Exercise Price | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement inputs | $ | 11.50 |
Probability of Business Combination | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement inputs | 80 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 5 Months Ended | 6 Months Ended | |
May 25, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Other Commitments [Line Items] | |||
Description of registration agreement rights | the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the founder shares, and (ii) in the case of the Private Placement Warrants and the respective Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. | ||
Proceeds from initial public offering, net of costs | $ 221,659,620 | $ 217,226,427 | $ 0 |
Percentage of underwriting discount paid on gross proceeds of IPO | 2% | ||
Percentage of deferred underwriting discount on gross proceeds of IPO | 3.50% | ||
Deferred underwriting discount on gross proceeds of IPO | $ 7,758,087 | ||
Forward Purchase Agreements Warrants | |||
Other Commitments [Line Items] | |||
Number of shares agreed to subscribe | 3,000,000 | ||
Forward purchase agreement, description | Sponsor has agreed to subscribe for an aggregate of 3,000,000 forward purchase units, consisting of one Class A Ordinary Share, or a forward purchase share, and one-third of one Warrant to purchase one Class A Ordinary Share, or an FPA Warrant, for $10.00 per unit, or an aggregate purchase price of $30 million in a private placement to close substantially concurrently with the closing of the initial Business Combination. | ||
Exercise price of warrant | $ 10 | ||
Over-Allotment Option | |||
Other Commitments [Line Items] | |||
Underwriters option to purchase additional units, term | 45 days | ||
Underwriters option to purchase additional units | 3,000,000 | ||
Number of shares exercised in underwriters option to purchase additional units | 2,165,962 | ||
Proceeds from initial public offering, net of costs | $ 21,659,620 | ||
Over-allotment option expiration date | Jul. 02, 2021 | ||
Private Placement | Forward Purchase Agreements Warrants | |||
Other Commitments [Line Items] | |||
Aggregate purchase price | $ 30,000,000 | ||
Private Placement | Skydeck Management LLC | |||
Other Commitments [Line Items] | |||
Number of units purchased | 288,795 | ||
Gross proceeds from issuance of warrants | $ 433,193 | ||
Initial Public Offering | |||
Other Commitments [Line Items] | |||
Underwriting discount paid on gross proceeds of IPO | $ 4,433,193 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Details) - Class A Ordinary Shares - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Class Of Stock [Line Items] | ||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares issued | 0 | 0 |
Ordinary shares, shares outstanding | 0 | 0 |
Ordinary shares, shares subject to possible redemption | 22,165,962 | 22,165,962 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Details) - $ / shares | 6 Months Ended | 11 Months Ended | |||
Jul. 02, 2021 | May 21, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Class Of Stock [Line Items] | |||||
Preference shares, shares authorized | 1,000,000 | 1,000,000 | |||
Preference shares, par value | $ 0.0001 | $ 0.0001 | |||
Preference shares, shares issued | 0 | 0 | |||
Preference shares, shares outstanding | 0 | 0 | |||
Class B Ordinary Shares | |||||
Class Of Stock [Line Items] | |||||
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, issued | 5,750,000 | ||||
Ordinary shares, outstanding | 5,750,000 | ||||
Ordinary shares, shares outstanding | 5,541,491 | 5,541,491 | |||
Class B Ordinary Shares | Maximum | |||||
Class Of Stock [Line Items] | |||||
Shares outstanding subjected to forfeiture | 750,000 | ||||
Class A Ordinary Shares | |||||
Class Of Stock [Line Items] | |||||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | |||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | |||
Ordinary shares, shares outstanding | 0 | 0 | |||
Conversion of stock, description | on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the Initial Public Offering, plus (ii) the total number of Class A Ordinary Shares issued, deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, deemed issued or to be issued to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A Ordinary Shares at a rate of less than one-to-one. | ||||
Conversion of stock, converted basis percentage | 20% | ||||
Initial Public Offering | Class B Ordinary Shares | |||||
Class Of Stock [Line Items] | |||||
Percentage of issued and outstanding ordinary shares | 20% | ||||
Initial Public Offering | Class A Ordinary Shares | |||||
Class Of Stock [Line Items] | |||||
Ordinary shares, par value | $ 0.0001 | ||||
Over-Allotment Option | Class B Ordinary Shares | |||||
Class Of Stock [Line Items] | |||||
Shares forfeited | 208,509 | ||||
Founder | Over-Allotment Option | |||||
Class Of Stock [Line Items] | |||||
Ordinary shares, shares outstanding | 5,541,491 | ||||
Shares forfeited | 208,509 | ||||
Founder | Over-Allotment Option | Class B Ordinary Shares | |||||
Class Of Stock [Line Items] | |||||
Ordinary shares, shares outstanding | 5,541,491 | 5,541,491 | |||
Shares forfeited | 208,509 | 208,509 |