Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Registrant Name | TARGET GLOBAL ACQUISITION I CORP. | |
Entity Central Index Key | 0001847355 | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41135 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | PO Box 1093 | |
Entity Address, Address Line Two | Boundary Hall | |
Entity Address, Address Line Three | Cricket Square | |
Entity Address, City or Town | Grand Cayman | |
Entity Address, Country | KY | |
Entity Address, Postal Zip Code | KY1-1102 | |
City Area Code | 1 345 | |
Local Phone Number | 814 5772 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | TGAA | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 21,489,658 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,372,415 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant | |
Trading Symbol | TGAAU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | TGAAW | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 798,326 | $ 1,006,074 |
Prepaid expenses | 297,155 | 200,478 |
Total current assets | 1,095,481 | 1,206,552 |
Prepaid expenses, non-current | 44,365 | 163,973 |
Investment held in Trust Account | 219,261,517 | 219,204,052 |
Total assets | 220,401,363 | 220,574,577 |
Current liabilities: | ||
Accounts payable and accrued expenses | 813,010 | 502,745 |
Due to related party | 37,419 | 7,419 |
Promissory Note—Related Party | 42,156 | |
Over-allotment liability | 30,207 | |
Total current liabilities | 850,429 | 582,527 |
Deferred underwriting commissions | 7,521,380 | 7,521,380 |
Total liabilities | 8,371,809 | 8,103,907 |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares subject to possible redemption, 21,489,658 shares at redemption value of $10.20 at March 31, 2022 and December 31, 2021 | 219,194,512 | 219,194,512 |
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding at March 31, 2022 and December 31, 2021 | ||
Accumulated deficit | (7,165,495) | (6,724,379) |
Total Shareholders' deficit | (7,164,958) | (6,723,842) |
Total Liabilities, Shares Subject to Redemption and Shareholders' Deficit | 220,401,363 | 220,574,577 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, 21,489,658 shares at redemption value of $10.20 at March 31, 2022 and December 31, 2021 | 219,194,512 | |
Shareholders' Deficit | ||
Common stock value | ||
Common Class B [Member] | ||
Shareholders' Deficit | ||
Common stock value | $ 537 | $ 537 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares outstanding | 0 | 0 |
Temporary Equity Shares,Per share price | $ 10.20 | $ 10.20 |
Temporary Equity Shares, Outstanding | 21,489,658 | |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 5,372,415 | 5,372,415 |
Common stock shares outstanding | 5,372,415 | 5,372,415 |
Common Class A Subject To Redemption [Member] | ||
Temporary Equity Shares, Outstanding | 21,489,658 | 21,489,658 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 2 Months Ended | 3 Months Ended |
Mar. 31, 2021 | Mar. 31, 2022 | |
General and administrative expenses | $ 8,663 | $ 528,788 |
Loss from operations | (8,663) | (528,788) |
Other income | ||
Trust interest income | 57,465 | |
Change in fair value of overallotment liability | 30,207 | |
Total other income | 87,672 | |
Net loss | $ (8,663) | $ (441,116) |
Common Class A [Member] | ||
Other income | ||
Basic and diluted weighted average shares outstanding | 0 | 21,489,658 |
Basic and diluted net loss per share | $ 0 | $ (0.02) |
Common Class B [Member] | ||
Other income | ||
Basic and diluted net loss per share | $ 0 | $ (0.02) |
Class B Non-Redeemable Ordinary Shares [Member] | ||
Other income | ||
Basic and diluted weighted average shares outstanding | 6,250,000 | 5,372,415 |
Condensed Statements Of Changes
Condensed Statements Of Changes In Shareholders' Equity - USD ($) | Total | Common Stock [Member]Common Class B [Member] | Common Stock [Member]Class A Ordinary Shares Subject to Redemption [Member] | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Feb. 01, 2021 | $ 0 | $ 0 | $ 219,194,512 | $ 0 | $ 0 |
Beginning Balance ,Shares at Feb. 01, 2021 | 0 | 21,489,658 | |||
Class B ordinary shares issued to Sponsor (in shares) | 5,750,000 | ||||
Class B ordinary shares issued to Sponsor | 25,000 | $ 575 | 24,425 | ||
Net loss | (8,663) | (8,663) | |||
Ending Balance at Mar. 31, 2021 | (16,337) | $ 575 | $ 219,194,512 | 24,425 | (8,663) |
Ending Balance , Shares at Mar. 31, 2021 | 5,750,000 | 21,489,658 | |||
Beginning Balance at Feb. 01, 2021 | 0 | $ 0 | $ 219,194,512 | 0 | 0 |
Beginning Balance ,Shares at Feb. 01, 2021 | 0 | 21,489,658 | |||
Ending Balance at Dec. 31, 2021 | (6,723,842) | $ 537 | $ 219,194,512 | 0 | (6,724,379) |
Ending Balance , Shares at Dec. 31, 2021 | 5,372,415 | 21,489,658 | |||
Net loss | (441,116) | (441,116) | |||
Ending Balance at Mar. 31, 2022 | $ (7,164,958) | $ 537 | $ 219,194,512 | $ 0 | $ (7,165,495) |
Ending Balance , Shares at Mar. 31, 2022 | 5,372,415 | 21,489,658 |
Statement Of Cash Flows
Statement Of Cash Flows - USD ($) | 2 Months Ended | 3 Months Ended |
Mar. 31, 2021 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (8,663) | $ (441,116) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on investment held in Trust Account | (57,465) | |
Change in fair value of overallotment liability | (30,207) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 22,931 | |
Accounts payable and accrued expenses | 8,663 | 310,265 |
Due to related party | 30,000 | |
Net cash used in operating activities | (165,592) | |
Cash flow from a financing activity: | ||
Payment of promissory note—related party | (42,156) | |
Net cash used by a financing activity | (42,156) | |
Net change in cash | (207,748) | |
Cash, beginning of the period | 1,006,074 | |
Cash, end of the period | $ 798,326 | |
Supplemental disclosure of cash flow information: | ||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | |
Deferred offering costs included in accounts payable and accrued expenses | $ 871,918 |
Organization, Business Operatio
Organization, Business Operation and Going Concern | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Business Operation and Going Concern | Note 1 — Organization, Business Operation and Going Concern Target Global Acquisition I Corp (the “Company”) is blank check company incorporated as a Cayman Islands exempted company on February 2, 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 (the “Business Combination”). As of March 31, 2022, the Company had not commenced any operations. All activity for the period from February 2, 2021 (inception) through March 31, 2022 relates to the Company’s formation and the initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is Target Global Sponsor Ltd., a Cayman Islands company limited by shares (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on December 8, 2021 (the “Effective Date”). On December 13, 2021, the Company’s consummated the IPO of 20,000,000 units at $10.00 per unit (the “Units”). Each Unit consists of one Class A ordinary share and one-third of Simultaneously with the consummation of the IPO, the Company consummated the private placement of 6,666,667 warrants (the “Private Placement Warrants”) to the Sponsor, at a price of $1.50 per Private Placement Warrant in a private placement. In connection with the IPO, the underwriters were granted a 45-day option The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Following the closing of the IPO on December 13, 2021, and the exercise of the underwriter’s Over-Allotment Option on December 29, 2021, $219,194,512 ($10.20 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was deposited into a trust account (the “Trust Account”) and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the IPO, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within 18 months from the closing of the IPO (or up to 24 months from the closing of this offering if we extend the period of time to consummate a business combination) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial The Company will provide holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the IPO (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially anticipated to be $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes). The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (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 (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of its public shares if the Company has not consummated an initial business combination within 24 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial The Company will have until 18 months from the closing of the IPO to complete a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination within 18 months, the Company may extend the period of time to consummate a Business Combination by up to two additional three-month periods (for a total of 24 months to complete a Business Combination (the “Combination Period”)). Liquidity and Capital Resources As of March 31, 2022, the Company had cash outside the Trust Account of $798,326, available for working capital needs, and working capital of approximately $245,052. Until consummation of its Business Combination, we will be using the funds held outside the Trust Account, and any additional Working Capital Loans from the initial shareholders, our officers and directors, or their respective affiliates, or other third parties, for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company’s liquidity needs up to March 31, 2022 had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of up to $500,000 (see Note 5). As of March 31, 2022, the Company had no outstanding borrowing under the promissory note. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, initial shareholders, officers, directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of March 31, 2022, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic, |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K, Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being to non-emerging growth Use of Estimates The preparation of unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $798,326 and $1,006,074 in cash and no cash equivalents as of March 31, 2022 and December 31, 2021, respectively. Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity Securities.” Held-to-maturity maturity. Held-to-maturity A decline in the market value of held-to-maturity securities to year-end, Premiums and discounts are amortized or accreted over the life of the related held-to-maturity The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on March 31, 2022 and December 31, 2021 are as follows: Carrying Value as of March 31, 2022 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of March 31, 2022 U.S. Treasury Securities (matures June 16, 2022) $ 219,261,517 $ — $ (141,635 ) $ 219,119,882 Carrying Value as of December 31, 2021 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 U.S. Treasury Securities (matures June 16, 2022) $ 219,204,052 $ — $ (24,956 ) $ 219,179,096 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for 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). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. 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. 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’ deficit. The Company’s Class A 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, 21,489,658 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with ASC 480-10-S99, If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in As of March 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: Gross proceeds $ 214,896,580 Less: Proceeds allocated to Public Warrants (2,865,288 ) Class A ordinary shares issuance costs (12,738,617 ) Plus: Remeasurement of carrying value to redemption value 19,901,836 Class A ordinary shares subject to possible redemption $ 219,194,512 Offering Costs associated with the Initial Public Offering Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The Company complies with the requirements of the ASC 340-10-S99-1 and Offering.” Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. At March 31, 2022 and December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The basic and diluted loss per ordinary share is calculated as follows: For the three months For the period from Class A ordinary shares subject to possible redemption Numerator: Net loss allocable to Class A ordinary shares subject to possible redemption $ (352,893 ) $ — Denominator: Weighted Average Class A ordinary shares subject to possible redemption, basic and diluted 21,489,658 — Basic and Diluted net loss per share, Class A ordinary shares subject to possible redemption $ (0.02 ) $ — Class B non-redeemable Numerator: Net loss allocable to Class B ordinary shares $ (88,223 ) $ (8,663 ) Denominator: Weighted Average Class B ordinary shares, basic and dilute d 5,372,415 6,250,000 Basic and diluted net loss per share, Class B ordinary shares $ (0.02 ) (0.00 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under Financial Accounting Standards Board (“FASB”) ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Share-Based Compensation The Company adopted ASC Topic 718, Compensation – Stock Compensation, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 020-06, (Subtopic 470-20) (Subtopic 815-40) (“ASU 2020-06”) ASU 2020-06 ASU 2020-06 the if-converted method ASU 2020-06 is Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On December 13, 2021, the Company consummated its IPO of 20,000,000 Units. Each Unit was sold at a price of $10.00 and consists of one Class A ordinary share and one-third of Following the closing of the IPO and the partial exercise of the over-allotment by the underwriters on December 13, 2021, $219,194,512 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units, was placed in a Trust Account and will be invested only 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 |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
Private Placement Warrants [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO and partial exercise of the over-allotment by the underwriters, the Company’s Sponsor purchased an aggregate of 7,063,909 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per Warrant, or $10,595,863 in the aggregate, in a private placement. The Private Placement Warrants will be identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. The Private Placement Warrants will be exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. 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 and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. If the Company does not complete the initial Business Combination within 24 months from the closing of the IPO, the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On February 8, 2021, an affiliate of the Sponsor paid $ 25,000 7,187,500 0.0001 25,000 1,437,500 7,187,500 5,750,000 377,585 Prior to the completion of the IPO, the Sponsor transferred 300,000 300,000 1,926,000 6.42 no The Sponsor has agreed to certain transfer restrictions and performance conditionality on its Founder Shares: • 50 • 25 11.50 20 30-trading 150 • 25 13.00 20 any 30-trading 150 Promissory Note — Related Party On February 19, 2021, the Sponsor agreed, under a promissory note, to loan the Company up to $ 500,000 are non-interest 1,000,000 0 42,156 Working Capital Loans In addition, in order to finance transaction costs in connection with an intended 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 (“Working Capital Loans”) on a non-interest basis. 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 1.50 Related Party Extension Loans The Company may extend the period of time to consummate a Business Combination by up to two additional three-month periods (for a total of 24 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the trust account, for each additional three-month period, $ 2,000,000 2,300,000 0.10 a non-interest 1.50 Administrative Service Fee The Company pays Sponsor $ 10,000 37,419 7,419 |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 6 — Commitments & Contingencies Registration Rights The holders of the Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants which will be issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters have a 45-day based on a Black-Scholes model. This amount has been included in the balance sheets as “Over-allotment option liability.” On December 29, 2021, the underwriters purchased an additional 1,489,658 Over-Allotment Units pursuant to the exercise of the Over-Allotment Option. The underwriters were paid underwriting commission of $0.20 per unit, or $4,000,000 in the aggregate, upon the closing of the IPO. In addition, $7,000,000 in the aggregate, is payable to the underwriters for deferred underwriting commissions. The deferred underwriting commission will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7 — Shareholders’ Deficit Preference shares Class A ordinary shares been issued). Class B ordinary shares 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 Law or applicable stock exchange rules, the affirmative vote of a 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 concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, share sub-divisions, share than one-for-one Warrants The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the trust account. The Company will not be obligated to deliver any shares of Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A ordinary shares is available, subject to the satisfying the Company’s obligations described below with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A ordinary shares underlying such Unit. The Company is not registering the shares of Class A ordinary shares issuable upon exercise of the warrants at this time. However, 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, the Company will use its commercially reasonable efforts to file with the SEC, and within 60 business days following the initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed; provided that, if the Class A ordinary shares is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of public warrants Once the warrants become exercisable, the Company may redeem the public warrants for redemption: • 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; and • if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the public warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the public warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the public warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the public warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the public warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the trust account, holders of public warrants will not receive any of such funds with respect to their public warrants, nor will they receive any distribution from the Company’s assets held outside of the trust account with respect to such public warrants. Accordingly, the public warrants may expire worthless. 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 a 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 such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a 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 $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the public warrants underlying the Units being sold in the IPO, except that (x) the Private Placement Warrants will not be transferable, assignable or salable and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, in each case subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable and The Company accounts for 13,333,333 warrants issued in connection with the IPO (including 6,666,666 Public Warrants and 6,666,667 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. Forward Purchase Agreements The Company entered into two forward purchase agreements (the “Forward Purchase Agreements”) with Target Global Selected Opportunities, LLC - Series Selenium (“TGSO Series Selenium”) on November 8, 2021, pursuant to which TGSO Series Selenium agreed to purchase (1) an aggregate of 2,500,000 forward purchase shares for $10.00 per share (the “firm forward purchase shares”), or an aggregate amount of $25,000,000 and (2) in to 2,500,000 forward purchase shares for $10.00 per share (the “additional forward purchase shares”), or an aggregate maximum amount of up to $25,000,000, in each case in a private placement that may close simultaneously with the closing of the Business Combination. On May 11, 2022, all of TGSO Series Selenium’s rights and obligations under the Forward Purchase Agreements (including the obligation to purchase the Forward Purchase Shares) were transferred in full to Target Global Selected Opportunities, LLC - Series Selenium 3 (the “FPA Purchaser”) in accordance with Section 4(c) of the Forward Purchase Agreements. The FPA Purchaser is indirectly controlled by TG, which in turn is a controlling affiliate of the Sponsor. The FPA Purchaser will purchase that number of additional forward purchase shares, if any, that the Company expects will result in gross proceeds necessary to enable it to consummate the Business Combination and pay related fees and expenses, after first applying amounts available from the trust account (after paying the deferred underwriting discount and giving effect to any redemptions of public shares) and any other financing source obtained for such purpose at or prior to the consummation of the Business Combination, plus any additional amounts mutually agreed by the Company and the FPA Purchaser to be retained by the post-business combination company for working capital or other purposes. The FPA Purchaser’s obligations to purchase forward purchase shares will be subject to certain conditions, including in the case of the additional forward purchase shares a requirement, among other things, that such Business Combination is reasonably acceptable to the FPA Purchaser. The forward purchase shares will not be issued until completion of the Business Combination and, accordingly, will not be entitled to vote in any shareholder vote until immediately after the Business Combination has been completed. The Forward Purchase Agreements also provide that the FPA Purchaser will be entitled to certain registration rights with respect to its forward purchase shares. The FPA Purchaser’s commitment to purchase securities pursuant to the Forward Purchase Agreements is intended to provide the Company with a minimum funding level for the Business Combination. The proceeds from the sale of the forward purchase shares, if any, may be used as part of the consideration to the sellers in the Business Combination, expenses in connection with the Business Combination or for working capital in the post-transaction company. Subject to the conditions in the Forward Purchase Agreements, the purchase of the forward purchase shares will be a binding obligation of the FPA Purchaser, regardless of whether any shares of Class A ordinary shares are redeemed by the Company’s public shareholders in connection with the Business Combination. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements was issued. Based on this, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K, |
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 of 1933, as amended, (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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being to non-emerging growth |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $798,326 and $1,006,074 in cash and no cash equivalents as of March 31, 2022 and December 31, 2021, respectively. |
Investment Held in Trust Account | Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity Securities.” Held-to-maturity maturity. Held-to-maturity A decline in the market value of held-to-maturity securities to year-end, Premiums and discounts are amortized or accreted over the life of the related held-to-maturity The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on March 31, 2022 and December 31, 2021 are as follows: Carrying Value as of March 31, 2022 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of March 31, 2022 U.S. Treasury Securities (matures June 16, 2022) $ 219,261,517 $ — $ (141,635 ) $ 219,119,882 Carrying Value as of December 31, 2021 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 U.S. Treasury Securities (matures June 16, 2022) $ 219,204,052 $ — $ (24,956 ) $ 219,179,096 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. |
Fair Value Measurement | Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for 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). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. 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. |
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’ deficit. The Company’s Class A 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, 21,489,658 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with ASC 480-10-S99, If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in As of March 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: Gross proceeds $ 214,896,580 Less: Proceeds allocated to Public Warrants (2,865,288 ) Class A ordinary shares issuance costs (12,738,617 ) Plus: Remeasurement of carrying value to redemption value 19,901,836 Class A ordinary shares subject to possible redemption $ 219,194,512 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The Company complies with the requirements of the ASC 340-10-S99-1 and Offering.” |
Net Loss Per Share | Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. At March 31, 2022 and December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The basic and diluted loss per ordinary share is calculated as follows: For the three months For the period from Class A ordinary shares subject to possible redemption Numerator: Net loss allocable to Class A ordinary shares subject to possible redemption $ (352,893 ) $ — Denominator: Weighted Average Class A ordinary shares subject to possible redemption, basic and diluted 21,489,658 — Basic and Diluted net loss per share, Class A ordinary shares subject to possible redemption $ (0.02 ) $ — Class B non-redeemable Numerator: Net loss allocable to Class B ordinary shares $ (88,223 ) $ (8,663 ) Denominator: Weighted Average Class B ordinary shares, basic and dilute d 5,372,415 6,250,000 Basic and diluted net loss per share, Class B ordinary shares $ (0.02 ) (0.00 ) |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under Financial Accounting Standards Board (“FASB”) ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Share-Based Compensation | Share-Based Compensation The Company adopted ASC Topic 718, Compensation – Stock Compensation, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 020-06, (Subtopic 470-20) (Subtopic 815-40) (“ASU 2020-06”) ASU 2020-06 ASU 2020-06 the if-converted method ASU 2020-06 is Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Debt Securities, Held-to-maturity | The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on March 31, 2022 and December 31, 2021 are as follows: Carrying Value as of March 31, 2022 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of March 31, 2022 U.S. Treasury Securities (matures June 16, 2022) $ 219,261,517 $ — $ (141,635 ) $ 219,119,882 Carrying Value as of December 31, 2021 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 U.S. Treasury Securities (matures June 16, 2022) $ 219,204,052 $ — $ (24,956 ) $ 219,179,096 |
Temporary Equity | As of March 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: Gross proceeds $ 214,896,580 Less: Proceeds allocated to Public Warrants (2,865,288 ) Class A ordinary shares issuance costs (12,738,617 ) Plus: Remeasurement of carrying value to redemption value 19,901,836 Class A ordinary shares subject to possible redemption $ 219,194,512 |
Schedule of Earnings Per Share, Basic and Diluted | The basic and diluted loss per ordinary share is calculated as follows: For the three months For the period from Class A ordinary shares subject to possible redemption Numerator: Net loss allocable to Class A ordinary shares subject to possible redemption $ (352,893 ) $ — Denominator: Weighted Average Class A ordinary shares subject to possible redemption, basic and diluted 21,489,658 — Basic and Diluted net loss per share, Class A ordinary shares subject to possible redemption $ (0.02 ) $ — Class B non-redeemable Numerator: Net loss allocable to Class B ordinary shares $ (88,223 ) $ (8,663 ) Denominator: Weighted Average Class B ordinary shares, basic and dilute d 5,372,415 6,250,000 Basic and diluted net loss per share, Class B ordinary shares $ (0.02 ) (0.00 ) |
Organization, Business Operat_2
Organization, Business Operation and Going Concern - Additional Information (Detail) - USD ($) | Mar. 31, 2022 | Dec. 29, 2021 | Dec. 13, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Entity Incorporation, Date of Incorporation | Feb. 2, 2021 | ||||
Shares Issued, Price Per Share | $ 10.20 | ||||
Class of warrants and rights issued during the period | 13,333,333 | ||||
Percentage of amount of trust assets of target company excluding working capital underwriting commission and tax | 80.00% | 80.00% | |||
Equity method investment ownership percentage | 50.00% | 50.00% | |||
Proceeds from issuance initial public offering | $ 219,194,512 | ||||
Restricted Investments Term | 185 days | ||||
Cash outside the trust account | $ 798,326 | $ 798,326 | |||
Working capital (deficit) | 245,052 | 245,052 | |||
Proceeds from Issuance of Common Stock | $ 14,896,580 | ||||
Proceeds from unsecured and non-interest bearing promissory note | 500,000 | ||||
Notes Payable, Related Parties, Current | $ 0 | 0 | $ 42,156 | ||
Sponsor [Member] | |||||
Proceeds from Issuance of Common Stock | $ 25,000 | ||||
Public Warrants [Member] | |||||
Class of warrants and rights issued during the period | 6,666,666 | ||||
Private Placement Warrants [Member] | |||||
Class of warrants and rights issued during the period | 6,666,667 | ||||
Private Placement Warrants [Member] | Sponsor [Member] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | ||||
Class of warrants and rights issued during the period | 6,666,667 | ||||
Class of warrants and rights issued price per warrant | $ 1.50 | ||||
Proceeds from issuance of private placement | $ 10,595,863 | ||||
Common Class A [Member] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 11.50 | $ 11.50 | ||
Common stock par or stated value per share | 0.0001 | 0.0001 | $ 0.0001 | ||
Common Class A [Member] | Public Warrants [Member] | |||||
Stock Conversion Basis | Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant | ||||
Share price | $ 18 | $ 18 | |||
Common Class A [Member] | Private Placement Warrants [Member] | Sponsor [Member] | |||||
Class of warrants and rights issued during the period | 7,063,909 | ||||
IPO [Member] | |||||
Deferred underwriting Discount | $ 7,521,380 | $ 7,521,380 | |||
Lock In Period For Redemption Of Public Shares After Closing Of IPO | 18 months | ||||
IPO [Member] | Common Class A [Member] | |||||
Stock shares issued during the period shares | 20,000,000 | ||||
Shares Issued, Price Per Share | $ 10 | $ 10 | $ 10 | ||
Stock Conversion Basis | Each Unit was sold at a price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. | ||||
Proceeds from issuance initial public offering | $ 2,000,000 | ||||
Share price | $ 0.10 | $ 0.10 | |||
Over-Allotment Option [Member] | |||||
Shares Issued, Price Per Share | $ 10 | ||||
Deferred underwriting Discount | $ 3,000,000 | $ 3,000,000 | |||
Proceeds from issuance initial public offering | $ 219,194,512 | ||||
Sale of Stock, Number of Shares Issued in Transaction | 1,489,658 | ||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | |||||
Class of warrants and rights issued during the period | 397,242 | ||||
Class of warrants and rights issued price per warrant | $ 1.50 | ||||
Proceeds from issuance of private placement | $ 595,863 | ||||
Over-Allotment Option [Member] | Common Class A [Member] | |||||
Proceeds from issuance initial public offering | $ 2,300,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Cash Equivalents, at Carrying Value | $ 0 | $ 0 |
Federal depository insurance coverage | 250,000 | |
Cash | 798,326 | $ 1,006,074 |
IPO [Member] | ||
Stock ìssuance costs | 12,964,576 | |
Payments for Underwriting Expense | 4,297,932 | |
Deferred underwriting Discount | 7,521,380 | |
Other Offering Costs | $ 1,145,264 | |
Common Class A [Member] | ||
Temporary Equity, Shares Outstanding | 21,489,658 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary Of Held To Maturity Securities (Detail) - US Treasury Securities [Member] - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Carrying Value | $ 219,261,517 | $ 219,204,052 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (141,635) | (24,956) |
Fair Value | $ 219,119,882 | $ 219,179,096 |
Significant Accounting Polici_6
Significant Accounting Policies - Summary Of Held To Maturity Securities (Parenthetical) (Detail) | Mar. 31, 2022 | Dec. 31, 2021 |
US Treasury Securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Debt securities, Held to maturity, Maturity date | Jun. 16, 2022 | Jun. 16, 2022 |
Significant Accounting Polici_7
Significant Accounting Policies - Summary Of Temporary Equity (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||
Class A ordinary shares subject to possible redemption | $ 219,194,512 | $ 219,194,512 |
Common Class A [Member] | ||
Temporary Equity [Line Items] | ||
Gross proceeds | 214,896,580 | |
Proceeds allocated to Public Warrants | (2,865,288) | |
Class A ordinary shares issuance costs | (12,738,617) | |
Remeasurement of carrying value to redemption value | 19,901,836 | |
Class A ordinary shares subject to possible redemption | $ 219,194,512 |
Significant Accounting Polici_8
Significant Accounting Policies - Summary Of Earnings Per Share Basic And Diluted (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Numerator | |||
Net loss allocable to Class A ordinary shares subject to possible redemption | $ (8,663) | $ (441,116) | |
Common Class A [Member] | |||
Denominator | |||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 0 | 21,489,658 | |
Basic and Diluted net loss per share, Class A ordinary shares subject to possible redemption | $ 0 | $ (0.02) | |
Common Class A [Member] | Common Stock Subject To Possible Redemption [Member] | |||
Numerator | |||
Net loss allocable to Class A ordinary shares subject to possible redemption | $ (352,893) | ||
Denominator | |||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 21,489,658 | ||
Basic and Diluted net loss per share, Class A ordinary shares subject to possible redemption | $ (0.02) | ||
Common Class B [Member] | |||
Denominator | |||
Basic and Diluted net loss per share, Class A ordinary shares subject to possible redemption | $ 0 | $ (0.02) | |
Common Class B [Member] | Common Stock Subject To Possible Redemption [Member] | |||
Numerator | |||
Net loss allocable to Class A ordinary shares subject to possible redemption | $ (88,223) | $ (8,663) | |
Denominator | |||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 5,372,415 | 6,250,000 | |
Basic and Diluted net loss per share, Class A ordinary shares subject to possible redemption | $ (0.02) | $ 0 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Dec. 13, 2021 | Mar. 31, 2022 |
Shares Issued, Price Per Share | $ 10.20 | |
Proceeds From Issuance Of IPO | $ 219,194,512 | |
Restricted Investments Term | 185 days | |
Common Class A [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 11.50 |
Common Class A [Member] | IPO [Member] | ||
Stock shares issued during the period shares | 20,000,000 | |
Shares Issued, Price Per Share | $ 10 | $ 10 |
Stock Conversion Basis | Each Unit was sold at a price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. | |
Proceeds From Issuance Of IPO | $ 2,000,000 | |
Common Class A [Member] | IPO [Member] | Maximum [Member] | ||
Shares Issued, Price Per Share | $ 10.20 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Dec. 13, 2021 | Mar. 31, 2022 |
Class of warrants and rights issued during the period | 13,333,333 | |
Private Placement Warrants [Member] | ||
Class of warrants and rights issued during the period | 6,666,667 | |
Sponsor [Member] | Private Placement Warrants [Member] | ||
Class of warrants and rights issued during the period | 6,666,667 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |
Class of warrants and rights issued price per warrant | $ 1.50 | |
Proceeds from issuance of private placement | $ 10,595,863 | |
Common Class A [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 11.50 |
Common Class A [Member] | Sponsor [Member] | Private Placement Warrants [Member] | ||
Class of warrants and rights issued during the period | 7,063,909 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Dec. 29, 2021USD ($)$ / sharesshares | Dec. 13, 2021USD ($)$ / shares | Dec. 12, 2021USD ($)$ / sharesshares | Nov. 08, 2021shares | Feb. 08, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Feb. 19, 2021USD ($) |
Proceeds from Issuance of Common Stock | $ | $ 14,896,580 | |||||||
Percenatge of shares issuable upon conversion | 50 | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ | $ 500,000 | |||||||
Offering proceeds allocated to offering expenses | $ | $ 1,000,000 | |||||||
Promissory note – related party | $ | 0 | $ 42,156 | ||||||
Proceeds From Issuance Of IPO | $ | $ 219,194,512 | |||||||
Due to related party | $ | 37,419 | 7,419 | ||||||
Shares Issued, Price Per Share | $ 10.20 | |||||||
Administrative Service Fee [Member] | ||||||||
Expenses from Transactions with Related Party | $ | $ 10,000 | |||||||
Working Capital Loan [Member] | ||||||||
Debt instrument convertible into warrants | $ | $ 1,500,000 | |||||||
Debt instrument conversion price | $ 1.50 | |||||||
Share Price Equals Or Exceeds Eleven Point Five Zero Per Usd [Member] | ||||||||
Percenatge of shares issuable upon conversion | 25 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |||||||
Share Price Equals Or Exceeds Thirteen Per Usd [Member] | ||||||||
Percenatge of shares issuable upon conversion | 25 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 13 | |||||||
Over-Allotment Option [Member] | ||||||||
Proceeds From Issuance Of IPO | $ | $ 219,194,512 | |||||||
Shares Issued, Price Per Share | $ 10 | |||||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | ||||||||
Class of warrants and rights issued price per warrant | $ 1.50 | |||||||
Sponsor [Member] | ||||||||
Proceeds from Issuance of Common Stock | $ | $ 25,000 | |||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |||||||
Class of warrants and rights issued price per warrant | 1.50 | |||||||
Sponsor Member [Member] | Private Placement Warrants [Member] | ||||||||
Class of warrants and rights issued price per warrant | $ 1.50 | |||||||
Founder shares [Member] | Over-Allotment Option [Member] | ||||||||
Common shares subject to forfeiture | shares | 377,585 | |||||||
Founder shares [Member] | Sponsor [Member] | Directors And Executives [Member] | ||||||||
Shares issued, Shares, Share based Payment Arrangement | shares | 300,000 | |||||||
Shares issued, Value, Share based Payment Arrangement | $ | $ 1,926,000 | |||||||
Shares Issued, Price Per Share | $ 6.42 | |||||||
Share based payment arrangement, Expense | $ | $ 0 | |||||||
Common Class B [Member] | ||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||
Common stock shares outstanding | shares | 5,372,415 | 5,372,415 | ||||||
Common Class B [Member] | Sponsor [Member] | Share Price Equals Or Exceeds Eleven Point Five Zero Per Usd [Member] | ||||||||
Number of trading days for determining the share price | 20 days | |||||||
Waiting Period After Which The Share Trading Days Are Considered | 150 days | |||||||
Common Class B [Member] | Sponsor [Member] | Share Price Equals Or Exceeds Thirteen Per Usd [Member] | ||||||||
Number of trading days for determining the share price | 20 days | |||||||
Waiting Period After Which The Share Trading Days Are Considered | 150 days | |||||||
Common Class B [Member] | Founder shares [Member] | Sponsor [Member] | ||||||||
Proceeds from Issuance of Common Stock | $ | $ 25,000 | |||||||
Common stock par or stated value per share | $ 0.0001 | |||||||
Stock redeemed or called during period, shares | shares | 1,437,500 | |||||||
Common stock shares outstanding | shares | 7,187,500 | 7,187,500 | ||||||
Common Class B [Member] | Maximum [Member] | ||||||||
Common stock shares outstanding | shares | 5,372,415 | |||||||
Common Class B [Member] | Maximum [Member] | Founder shares [Member] | Sponsor [Member] | ||||||||
Common stock shares outstanding | shares | 5,750,000 | |||||||
Common Class A [Member] | ||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||
Common stock shares outstanding | shares | 0 | 0 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 11.50 | $ 11.50 | ||||||
Common Class A [Member] | Over-Allotment Option [Member] | ||||||||
Proceeds From Issuance Of IPO | $ | $ 2,300,000 | |||||||
Common Class A [Member] | IPO [Member] | ||||||||
Proceeds From Issuance Of IPO | $ | $ 2,000,000 | |||||||
Share price | $ 0.10 | |||||||
Shares Issued, Price Per Share | 10 | $ 10 | ||||||
Common Class A [Member] | Maximum [Member] | IPO [Member] | ||||||||
Shares Issued, Price Per Share | $ 10.20 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) - USD ($) | Dec. 29, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Commitments And Contingencies Disclosure [Line Items] | |||
Deferred underwriting commissions | $ 7,521,380 | $ 7,521,380 | |
Underwriting Agreement [Member] | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | ||
Additional units that can be purchased to cover over-allotments (in shares) | 3,000,000 | ||
Additional units that can be purchased to cover over-allotments Value | $ 120,000 | ||
Underwriting commission per unit paid | $ 0.20 | ||
Payment of underwriting commission | $ 4,000,000 | ||
Deferred underwriting commissions | $ 7,000,000 | ||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Stock issued during period, Shares | 1,489,658 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Dec. 13, 2021 | Nov. 08, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |||
Number of days after consummation of business combination within which the securities shall be registered | 20 days | ||||
Number of days after which business combination within which securities registration shall be effective | 60 days | ||||
Class of warrants and rights issued during the period | 13,333,333 | ||||
Stock issued during period value issued for services | $ 25,000 | ||||
Event Triggering Adjustment To Exercise Price Of Warrants [Member] | |||||
Threshold issue price for capital raising purpose in connection with closing of business combination | $ 9.20 | ||||
Public Warrants [Member] | |||||
Class of warrants redemption price per unit | $ 0.01 | ||||
Class of warrants and rights issued during the period | 6,666,666 | ||||
Private Placement Warrants [Member] | |||||
Lock in period of warrants For transferable assignable Or salable after the completion of business combination | 30 days | ||||
Class of warrants and rights issued during the period | 6,666,667 | ||||
Common Class A [Member] | |||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common stock shares authorized | 500,000,000 | 500,000,000 | |||
Common stock shares outstanding | 0 | 0 | |||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | $ 11.50 | |||
Temporary Equity Shares, Outstanding | 21,489,658 | ||||
Common Class A [Member] | Forward Purchase Agreement [Member] | |||||
Share price | $ 10 | ||||
Stock issued during period shares issued for services | 2,500,000 | ||||
Stock issued during period value issued for services | $ 25,000,000 | ||||
Additional forward purchase shares subscribed but unissued shares | 2,500,000 | ||||
Additional forward purchase shares issue price per share | $ 10 | ||||
Additional forward purchase shares subscribed but unissued value | $ 25,000,000 | ||||
Common Class A [Member] | Public Warrants [Member] | |||||
Share price | $ 18 | ||||
Number of trading days for determining the share price | 20 days | ||||
Number of consecutive trading days for determining share price | 30 days | ||||
Common Class A [Member] | Public Warrants [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member] | |||||
Share price | $ 18 | ||||
Percentage of gross proceeds on total equity proceeds | 60.00% | ||||
Threshold trading days to determine the volume weighted average trading price | 20 days | ||||
Volume weighted average price per share | $ 9.20 | ||||
Adjusted exercise price of warrants percentage | 115.00% | ||||
Class of warrant or right, exercise price adjustment percentage higher of market value | 180.00% | ||||
Common Class B [Member] | |||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common stock shares authorized | 50,000,000 | 50,000,000 | |||
Common stock shares outstanding | 5,372,415 | 5,372,415 | |||
Common Class B [Member] | Conversion of Class B to Class A Common Stock [Member] | |||||
Number of ordinary shares issuable upon conversion of all founder shares aggregate percentage of the total number of ordinary shares outstanding after conversion | 20.00% | ||||
Common Class B [Member] | Maximum [Member] | |||||
Common stock shares outstanding | 5,372,415 |