Document And Entity Information
Document And Entity Information - USD ($) | 11 Months Ended | |
Dec. 31, 2021 | Mar. 31, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-K | |
Document Annual Report | true | |
Document Period End Date | Dec. 31, 2021 | |
Document Transition Report | false | |
Entity Registrant Name | CORNER GROWTH ACQUISITION CORP. 2 | |
Entity Incorporation, State or Country Code | KY | |
Entity File Number | 001-40510 | |
Entity Tax Identification Number | 98-1582723 | |
Entity Address, Address Line One | 251 Lytton Avenue, Suite 200 | |
Entity Address, City or Town | Palo Alto | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94301 | |
City Area Code | 650 | |
Local Phone Number | 543-8180 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Public Float | $ 182,780,000 | |
Auditor Name | Marcum LLP | |
Auditor Firm ID | 688 | |
Auditor Location | 730 Third Avenue, 11th Floor | |
Entity Central Index Key | 0001847513 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant | ||
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 | |
Trading Symbol | TRONU | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Ordinary Shares included as part of the units | |
Trading Symbol | TRON | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 18,500,000 | |
Class B Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,625,000 | |
Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | |
Trading Symbol | TRONW | |
Security Exchange Name | NASDAQ |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2021USD ($) |
Current assets | |
Cash | $ 1,268,509 |
Prepaid expenses | 577,866 |
Total current assets | 1,846,375 |
Noncurrent assets | |
Prepaid expenses | 258,633 |
Cash and marketable securities held in trust account | 185,020,263 |
Total Assets | 187,125,271 |
Current liabilities | |
Accounts payable | 3,673 |
Offering costs payable | 107,800 |
Accrued expenses | 331,110 |
Total current liabilities | 442,583 |
Warrant liabilities | 9,831,624 |
Deferred underwriting fee payable | 6,475,000 |
Total Liabilities | 16,749,207 |
COMMITMENTS | |
Class A ordinary shares subject to possible redemption, 18,500,000 shares at redemption value of $10.00 | 185,000,000 |
Shareholders' Deficit | |
Preference Shares, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding | |
Accumulated deficit | (14,624,399) |
Total Shareholders' Deficit | (14,623,936) |
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO REDEMPTION AND SHAREHOLDERS' DEFICIT | 187,125,271 |
Class B Ordinary Shares | |
Shareholders' Deficit | |
Common Stock, Value, Issued | $ 463 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Preferred stock par or stated value per share | $ / shares | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 |
Preferred stock shares issued | 0 |
Preferred stock shares outstanding | 0 |
Class A Ordinary Shares | |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares authorized | 300,000,000 |
Common stock shares issued | 0 |
Common stock shares outstanding | 0 |
Class A Ordinary Shares | Common Stock Subject to Mandatory Redemption | |
Temporary equity shares outstanding | 18,500,000 |
Temporary equity par or stated value | $ / shares | $ 10 |
Common stock shares issued | 18,500,000 |
Common stock shares outstanding | 18,500,000 |
Class B Ordinary Shares | |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares authorized | 30,000,000 |
Common stock shares issued | 4,625,000 |
Common stock shares outstanding | 4,625,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 11 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Operating and formation costs | $ (1,389,224) |
Loss from operations | (1,389,224) |
Other Income (Loss): | |
Unrealized gain on marketable securities held in trust account | 20,263 |
Transaction costs allocated to warrant liabilities | (448,003) |
Realized gain on extinguishment of overallotment liability | 185,409 |
Change in fair value of warrant liabilities | 3,384,315 |
Numerator: Net Income allocable to Redeemable Class A and Class B Ordinary shares | |
Net income (loss) | $ 1,752,760 |
Class A Ordinary Shares | |
Denominator: Weighted Average Redeemable Class A and Class B Ordinary Shares | |
Basic weighted average shares outstanding | shares | 10,986,154 |
Diluted weighted average shares outstanding | shares | 10,986,154 |
Basic net income per share | $ / shares | $ 0.11 |
Diluted net income per share | $ / shares | $ 0.11 |
Class B Ordinary Shares | |
Denominator: Weighted Average Redeemable Class A and Class B Ordinary Shares | |
Basic weighted average shares outstanding | shares | 4,521,154 |
Diluted weighted average shares outstanding | shares | 4,521,154 |
Basic net income per share | $ / shares | $ 0.11 |
Diluted net income per share | $ / shares | $ 0.11 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - 11 months ended Dec. 31, 2021 - USD ($) | Class A common stockCommon Stock | Class B Ordinary SharesCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning balance at Feb. 10, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance (in shares) at Feb. 10, 2021 | 0 | 0 | |||
Issuance of Class B Ordinary shares to initial shareholders | $ 503 | 24,497 | 25,000 | ||
Issuance of Class B Ordinary shares to initial shareholders (in shares) | 5,031,250 | ||||
Forfeiture of Class B Ordinary shares by initial shareholders | $ (40) | 40 | |||
Forfeiture of Class B Ordinary shares by initial shareholders (in shares) | (406,250) | ||||
Overallotment liability | (185,409) | (185,409) | |||
Excess cash received over fair value of Private Placement Warrants | 1,485,000 | 1,485,000 | |||
Remeasurement of Class A ordinary shares subject to redemption | $ (1,324,128) | (16,377,159) | (17,701,287) | ||
Net income | 1,752,760 | 1,752,760 | |||
Ending balance at Dec. 31, 2021 | $ 463 | $ (14,624,399) | $ (14,623,936) | ||
Ending balance (in shares) at Dec. 31, 2021 | 4,625,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Cash Flows from Operating Activities | |
Net income | $ 1,752,760 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Unrealized gain on marketable securities held in Trust Account | (20,263) |
Realized gain on extinguishment of overallotment liability | (185,409) |
Transaction costs allocated to warrant liabilities | 448,003 |
Change in fair value of warrant liabilities | (3,384,315) |
Changes in operating assets and liabilities: | |
Accounts payable | 3,673 |
Accrued expenses | 331,110 |
Prepaid expenses | (836,499) |
Net cash used in operating activities | (1,890,940) |
Cash Flows from Investing Activities | |
Investment of cash in Trust Account | (185,000,000) |
Net cash used in investing activities | (185,000,000) |
Cash Flows from Financing Activities | |
Proceeds from promissory note-related party | 100,000 |
Payment of promissory note-related party | (100,000) |
Proceeds from issuance of Class B ordinary shares to initial shareholders | 25,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 181,300,000 |
Proceeds from sale of Private Placement Warrants | 7,425,000 |
Payment of offering costs | (590,551) |
Net cash provided by financing activities | 188,159,449 |
Net change in cash | 1,268,509 |
Cash at end of the period | 1,268,509 |
Non-cash investing and financing activities: | |
Initial classification of ordinary shares subject to possible redemption | 185,000,000 |
Deferred underwriting fee | 6,475,000 |
Initial classification of warrant liabilities | 13,215,939 |
Offering costs payable | $ 107,800 |
Description of Organization and
Description of Organization and Business Operations | 11 Months Ended |
Dec. 31, 2021 | |
Description of Organization and Business Operations | |
Description of Organization, Business Operations and Basis of Presentation | Note 1 — Description of Organization and Business Operations Corner Growth Acquisition Corp. 2 (the “Company”), was incorporated as a Cayman Islands exempted company on February 10, 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”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus on businesses in the technology industries primarily located in the United States. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from February 10, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering described below (the “Initial Public Offering”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statements for the Company’s Initial Public Offering was declared effective on June 16, 2021. On June 21, 2021, the Company consummated the Initial Public Offering of 18,500,000 units (the “Units” and, with respect to the shares of Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”) included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriters of the overallotment option to purchase an additional 1,000,000 Units, at $10.00 per Unit, generating gross proceeds of $185,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,950,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to CGA Sponsor 2, LLC (the “Sponsor”), generating gross proceeds of $7,425,000, which is described in Note 4. Transaction costs amounted to $10,873,351 consisting of $3,700,000 of underwriting fees, $6,475,000 of deferred underwriting fees and $698,351 of other offering costs. Following the closing of the Initial Public Offering on December 21, 2021, an amount of $185,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company will provide holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 and the approval of an ordinary resolution. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem its Public Shares irrespective of whether it votes for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company adopted an insider trading policy which requires insiders to (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 12 months from the closing of the Initial Public Offering (the “Combination Period”) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor, officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amount will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor 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. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of December 31, 2021, the Company had $1,268,509 in its operating bank accounts, $185,020,263 to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital of $1,403,792. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. Based on its current cash and working capital balances, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors 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 to pay 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. In connection with our assessment of going concern considerations in accordance with FASB ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the date for mandatory liquidation and dissolution raise substantial doubt about our ability to continue as a going concern through June 21, 2022, our scheduled liquidation date if we do not complete the Business Combination prior to such date. We intend to complete a Business Combination by June 21, 2022 but cannot guarantee such event. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 21, 2022. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 11 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills in U.S. based trust accounts at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. The Company accounts for its securities held in the trust account in accordance with the guidance in ASC Topic 320 “Debt and Equity Securities.” These securities are classified as trading securities with unrealized gains or losses recognized through other income. Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Warrants Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are 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 Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 185,000,000 Less: Fair value of Public Warrants at issuance (7,275,939) Offering costs allocated to Class A ordinary shares subject to possible redemption (10,425,348) Plus: Remeasurement on Class A ordinary shares subject to possible redemption amount 17,701,287 Class A ordinary shares subject to possible redemption $ 185,000,000 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 Deposit Insurance Corporation coverage of $250,000. At December 31, 2021, the Company has not experienced losses on these accounts. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial 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. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). 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 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. There were no unrecognized tax benefits as of December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from February 10, 2021 (inception) through December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income Per Ordinary Share Net income per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 11,116,667 of the Company’s Class A ordinary shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted, for stock subject to possible redemption is calculated by dividing the proportionate share of income on marketable securities held by the Trust Account by the weighted average number of stock subject to possible redemption outstanding since original issuance. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per share (in dollars, except per share amounts): February 10, 2021 (inception) through December 31, 2021 Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 1,241,743 $ 511,017 Denominator: Basic and diluted weighted average ordinary shares outstanding 10,986,154 4,521,154 Basic and diluted net income per ordinary share $ 0.11 $ 0.11 Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on its financial statements and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Initial Public Offering
Initial Public Offering | 11 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 18,500,000 Units at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-third |
Related Party Transactions
Related Party Transactions | 11 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On February 18, 2021, the Sponsor paid $25,000, or approximately $0.005 per share, to cover certain offering costs in consideration for 5,031,250 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). In March 2021, the Sponsor transfered 50,000 Class B ordinary shares to each of the Company’s three independent directors. The Founder Shares will automatically convert into Class A ordinary shares on the first business day following the completion of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, as described in Note 6. As a result of the underwriters’ election to partially exercise their over-allotment option, 406,250 Founder Shares were forfeited for no consideration on June 24, 2021, resulting in 4,625,000 Class B ordinary shares outstanding. The per share price of the Founder Shares was determined by dividing the amount contributed to the company by the number of Founder Shares issued. The Founder Shares will be worthless if we do not complete an initial business combination. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares or Class A ordinary shares received upon conversion thereof until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. The Company’s Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company entered into by the initial stockholders, and officers and directors. The Sponsor has the right to transfer its ownership in the Founder Shares at any time, and to any transferee, to the extent that the sponsor determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Prior to the closing of the IPO, our Sponsor transferred 150,000 Founder Shares to our three independent directors in recognition of and as compensation for their future services to the Company. The transfer of Founder Shares to these directors is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. Compensation expense related to the Founder Shares is recognized only when the performance condition (i.e. the remediation of the lock-up provision) is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the date the lock-up provisions have been remediated, or are probable to be remediated, in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the transfer of the Founder Shares. As of December 31, 2021, the Company has not yet entered into any definitive agreements in connection with any Business Combination and as such, the lock-up provisions have not been remediated and are not probable to be remediated. Any such agreements may be subject to certain conditions to closing, such as, for example, approval by the Company’s shareholders. As a result, the Company determined that, taking into account that there is a possibility that a Business Combination might not happen, no stock-based compensation expense should be recognized. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,950,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant for an aggregate purchase price of $7,425,000. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Promissory Note – Related Party On February 24, 2021, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the earlier of September 30, 2021 or the completion of the Initial Public Offering. As of December 31, 2021, the Company had no amounts outstanding under the Note. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.50 per warrant. As of December 31, 2021, the Company had no borrowings under any Working Capital Loans. Administrative Support Agreement Pursuant to an administrative services agreement (the “Administrative Services Agreement”) entered into on June 16, 2021, the Company has agreed to pay the Sponsor (A) a total of $40,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team until the earlier of the Company’s completion of the initial Business Combination or the Company’s liquidation (the “Termination Date”) and (B) on the Termination Date, an amount equal to $480,000 less the actual amount paid under the Administrative Services Agreement. |
Commitments
Commitments | 11 Months Ended |
Dec. 31, 2021 | |
Commitments | |
Commitments | Note 5 — Commitments Registration Rights The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement entered in connection with the Initial Public Offering. These holders are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, these holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $6,475,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Shareholders' Deficit
Shareholders' Deficit | 11 Months Ended |
Dec. 31, 2021 | |
Shareholders' Deficit | |
Shareholders' Deficit | Note 6 — Shareholders’ Deficit Preference Shares outstanding Class A Ordinary Shares outstanding Class B Ordinary Shares outstanding Holders of the Class A ordinary shares and holders of the 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 or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the appointment of the Company’s directors prior to the initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis (as adjusted). In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one -for-one basis. Warrants th The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital-raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, plus interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A ordinary shares during the 10-trading day period starting on the trading day prior to the day on which the Company consummates the 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, the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not 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 initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. Once the warrants become exercisable, the Company may call the Public Warrants for redemption (except 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; and ● if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) 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. In addition, once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at $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 Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares; ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) 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), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume-weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event are the warrants exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company calls the Public Warrants for redemption, management has the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event is the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 11 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 7 — Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level December 31, 2021 Assets: Cash and Marketable securities held in trust account 1 $ 185,020,263 At December 31, 2021, $125 of the balance held in the Trust Account was held in cash. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at June 21, 2021 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, Description Level June 21, 2021 Level 2021 Liabilities: Warrant Liability – Public Warrants 3 $ 7,275,939 1 $ 5,426,124 Warrant Liability – Private Placement Warrants 3 $ 5,940,000 3 $ 4,405,500 Overallotment option liability 3 $ 185,409 3 $ — Total Liabilities $ 13,401,348 $ 9,831,624 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of the warrant liabilities in the statement of operations. The unexercised portion of the overallotment option granted to the underwriter in connection with the Initial Public Offering is accounted for as a liability in accordance with ASC 815-40. The unexercised portion of the overallotment option is measured at fair value at Initial Public Offering and on a recurring basis up to the expiration date, with changes in fair value presented within change in fair value of overallotment liability in the statement of operations. At expiration, the Company recognizes a realized gain on extinguishment of overallotment liability in the statement of operations. Initial Measurement and Subsequent Measurement The Company established the initial fair value for the Public Warrants on June 21, 2021, the date of the consummation of the Company’s Initial Public Offering, using a Monte Carlo simulation model. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A ordinary share and one-third The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2021 are classified Level 1 due to quoted prices in an active market. The Private Placement Warrants as of December 31, 2021 are classified Level 3 due to the use of unobservable inputs. The Monte Carlo model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the ordinary shares. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date. The key inputs into the Monte Carlo simulation model for the Public Warrants and Private Placement Warrants were as follows at initial measurement and for the Private Placement Warrants at subsequent measurement: At June 21, 2021 (Initial Input Measurement) At December 31, 2021 Risk-free interest rate 0.90 % 1.26 % Expected term (years) 5.0 5.0 Expected volatility 21.0 % 14.8 % Exercise price $ 11.50 $ 11.50 Fair value of the ordinary share price $ 10.00 $ 10.00 Redemption threshold price $ 18.00 $ 18.00 Redemption threshold days 20 days within any 30-day period 20 days within any 30-day period Redemption price $ 0.01 $ 0.01 Probability of successful acquisition 90 % 95 % As of June 21, 2021, the Public Warrants and Private Placement Warrants were determined to be $1.20 per warrant for aggregate values of approximately $7.3 million and $5.9 million, respectively. As of December 31, 2021, the Public Warrants and Private Placement Warrants were determined to be $0.88 and $0.89 per warrant for aggregate values of approximately $5.4 million and $4.4 million, respectively. The change in fair value of the Level 3 warrant liabilities for the year ended December 31, 2021 is summarized as follows: Level 3 Warrants Warrant liability at February 10, 2021 $ — Initial warrant liability at June 21 ,2021 13,215,939 Transfer of public warrants to Level 1 (7,275,939) Change in fair value of warrant liability (1,534,500) Warrant liability at December 31,2021 $ 4,405,500 The Company used a Black-Scholes model to value the unexercised portion of the overallotment option. Inherent in the pricing model are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the unexercised portion of the overallotment option. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the unexercised portion of the overallotment option. The expected life of the unexercised portion of the overallotment option is 45 days after the Initial Public Offering. The key inputs into the Black-Scholes model were as follows for the measurement of the unexercised portion of the overallotment option: At June 21, 2021 (Initial Overallotment Options Measurement) Risk-free interest rate 0.03 % Expected term (years) 0.12 Expected volatility 7 % Dividend yield — % The change in fair value of the Level 3 overallotment option liability for the year ended December 31, 2021 is summarized as follows: Level 3 Overallotment Overallotment option liability at February 10, 2021 $ — Initial overallotment option liability at June 21, 2021 185,409 Realized gain on extinguishment of overallotment option liability (185,409) Overallotment option liability at December 31,2021 $ — |
Subsequent Events
Subsequent Events | 11 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued. Based upon this review, the Company did not identify any other subsequent events, not previously disclosed, that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 11 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills in U.S. based trust accounts at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. The Company accounts for its securities held in the trust account in accordance with the guidance in ASC Topic 320 “Debt and Equity Securities.” These securities are classified as trading securities with unrealized gains or losses recognized through other income. |
Fair Value Measurements | Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Warrant Liabilities | Warrants Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are 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 Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 185,000,000 Less: Fair value of Public Warrants at issuance (7,275,939) Offering costs allocated to Class A ordinary shares subject to possible redemption (10,425,348) Plus: Remeasurement on Class A ordinary shares subject to possible redemption amount 17,701,287 Class A ordinary shares subject to possible redemption $ 185,000,000 |
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 Deposit Insurance Corporation coverage of $250,000. At December 31, 2021, the Company has not experienced losses on these accounts. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial 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. |
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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). 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 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. There were no unrecognized tax benefits as of December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from February 10, 2021 (inception) through December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share Net income per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 11,116,667 of the Company’s Class A ordinary shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted, for stock subject to possible redemption is calculated by dividing the proportionate share of income on marketable securities held by the Trust Account by the weighted average number of stock subject to possible redemption outstanding since original issuance. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per share (in dollars, except per share amounts): February 10, 2021 (inception) through December 31, 2021 Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 1,241,743 $ 511,017 Denominator: Basic and diluted weighted average ordinary shares outstanding 10,986,154 4,521,154 Basic and diluted net income per ordinary share $ 0.11 $ 0.11 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Risks and Uncertainties | Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on its financial statements and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of basic and diluted net loss per share | The following table reflects the calculation of basic and diluted net loss per share (in dollars, except per share amounts): February 10, 2021 (inception) through December 31, 2021 Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 1,241,743 $ 511,017 Denominator: Basic and diluted weighted average ordinary shares outstanding 10,986,154 4,521,154 Basic and diluted net income per ordinary share $ 0.11 $ 0.11 |
Summary of reconciliation of ordinary shares subject to possible redemption | At December 31, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 185,000,000 Less: Fair value of Public Warrants at issuance (7,275,939) Offering costs allocated to Class A ordinary shares subject to possible redemption (10,425,348) Plus: Remeasurement on Class A ordinary shares subject to possible redemption amount 17,701,287 Class A ordinary shares subject to possible redemption $ 185,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Summary of Fair Value Assets Measured On Recurring Basis | Description Level December 31, 2021 Assets: Cash and Marketable securities held in trust account 1 $ 185,020,263 |
Summary of Fair Value Liabilities Measured On Recurring Basis | December 31, Description Level June 21, 2021 Level 2021 Liabilities: Warrant Liability – Public Warrants 3 $ 7,275,939 1 $ 5,426,124 Warrant Liability – Private Placement Warrants 3 $ 5,940,000 3 $ 4,405,500 Overallotment option liability 3 $ 185,409 3 $ — Total Liabilities $ 13,401,348 $ 9,831,624 |
Summary of initial measurement of key inputs for Private Placement Warrants and Public Warrants | At June 21, 2021 (Initial Input Measurement) At December 31, 2021 Risk-free interest rate 0.90 % 1.26 % Expected term (years) 5.0 5.0 Expected volatility 21.0 % 14.8 % Exercise price $ 11.50 $ 11.50 Fair value of the ordinary share price $ 10.00 $ 10.00 Redemption threshold price $ 18.00 $ 18.00 Redemption threshold days 20 days within any 30-day period 20 days within any 30-day period Redemption price $ 0.01 $ 0.01 Probability of successful acquisition 90 % 95 % |
Summary of initial measurement of key inputs for Unexercised portion of over allotment option | At June 21, 2021 (Initial Overallotment Options Measurement) Risk-free interest rate 0.03 % Expected term (years) 0.12 Expected volatility 7 % Dividend yield — % |
Summary of fair value of warrant liabilities | Level 3 Warrants Warrant liability at February 10, 2021 $ — Initial warrant liability at June 21 ,2021 13,215,939 Transfer of public warrants to Level 1 (7,275,939) Change in fair value of warrant liability (1,534,500) Warrant liability at December 31,2021 $ 4,405,500 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) - USD ($) | Dec. 21, 2021 | Jun. 21, 2021 | Dec. 31, 2021 |
Entity incorporation, date of incorporation | Feb. 10, 2021 | ||
Proceeds from issuance of warrants | $ 7,425,000 | ||
Transaction Costs | 10,873,351 | ||
Underwriting fees incurred on sale of stock | 3,700,000 | ||
Deferred underwriting compensation | 6,475,000 | ||
Other offering costs | $ 698,351 | ||
Share price | $ 10 | ||
Percentage of redeeming shares of public shares without the company's prior written consent | 15.00% | ||
Percentage of public shares to be redeemed on non completion of business combination | 100.00% | ||
Lock in period for redemption of public shares after closing of IPO | 12 months | ||
Threshold business days for redemption of public shares | 10 days | ||
Dissolution expense | $ 100,000 | ||
Cash | 1,268,509 | ||
Cash and marketable securities held in trust account | 185,020,263 | ||
Working capital (deficit) | 1,403,792 | ||
Minimum | |||
Net tangible assets required for consummation of business combination | $ 5,000,001 | ||
Sponsor | Private Placement Warrants | |||
Class of warrants and rights issued during the period | 4,950,000 | ||
Class of warrants and rights issued, price per warrant | $ 1.50 | ||
Proceeds from issuance of warrants | $ 7,425,000 | ||
Class A Ordinary Shares | |||
Common stock par or stated value per share | $ 0.0001 | ||
Class A Ordinary Shares | IPO | |||
Stock issued during period shares | 18,500,000 | ||
Shares issued price per share | $ 10 | $ 10 | |
Proceeds from issuance of IPO | $ 185,000,000 | $ 185,000,000 | |
Common stock par or stated value per share | $ 0.0001 | ||
Restricted investments term | 185 days | ||
Class A Ordinary Shares | Over-Allotment Option | |||
Stock issued during period shares | 1,000,000 | ||
Common stock par or stated value per share | $ 0.0001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 11 Months Ended |
Dec. 31, 2021USD ($)shares | |
Cash equivalents | $ 0 |
FDIC insured | 250,000 |
Unrecognized tax benefits | 0 |
Accrued for interest and penalties | $ 0 |
Warrant | |
Antidilutive securities excluded from computation of earnings per share | shares | 11,116,667 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Class A Ordinary Shares Subject to Possible Redemption (Details) | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Summary of Significant Accounting Policies | |
Gross proceeds | $ 185,000,000 |
Fair value of Public Warrants at issuance | (7,275,939) |
Offering costs allocated to Class A ordinary shares subject to possible redemption | (10,425,348) |
Remeasurement on Class A ordinary shares subject to possible redemption amount | 17,701,287 |
Class A ordinary shares subject to possible redemption | $ 185,000,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Loss Per Share (Details) | 11 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Class A Ordinary Shares | |
Numerator: Net Income allocable to Redeemable Class A and Class B Ordinary shares | |
Allocation of net income (loss) | $ | $ 1,241,743 |
Denominator: | |
Basic weighted average shares outstanding | shares | 10,986,154 |
Diluted weighted average shares outstanding | shares | 10,986,154 |
Basic net income per share | $ / shares | $ 0.11 |
Diluted net income per share | $ / shares | $ 0.11 |
Class B Ordinary Shares | |
Numerator: Net Income allocable to Redeemable Class A and Class B Ordinary shares | |
Allocation of net income (loss) | $ | $ 511,017 |
Denominator: | |
Basic weighted average shares outstanding | shares | 4,521,154 |
Diluted weighted average shares outstanding | shares | 4,521,154 |
Basic net income per share | $ / shares | $ 0.11 |
Diluted net income per share | $ / shares | $ 0.11 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | Dec. 21, 2021 | Jun. 21, 2021 | Jun. 21, 2021 | Dec. 31, 2021 |
Public Warrants | ||||
Number of shares issued on conversion | 0.33 | |||
Shares issuable per warrant | 1 | 1 | ||
Exercise price of warrant | $ 11.50 | |||
Class A Ordinary Shares | ||||
Number of shares issued on conversion | 1 | |||
Common stock par or stated value per share | $ 0.0001 | |||
Class A Ordinary Shares | IPO | ||||
Stock issued during period shares | 18,500,000 | |||
Shares issued price per share | $ 10 | $ 10 | $ 10 | |
Number of shares in a unit | 1 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Net proceeds from issuance of IPO | $ 185,000,000 | $ 185,000,000 | ||
Class A Ordinary Shares | IPO | Public Warrants | ||||
Number of shares issued on conversion | 0.33 | |||
Shares issuable per warrant | 1 | 1 | ||
Exercise price of warrant | $ 11.50 | $ 11.50 | ||
Class A Ordinary Shares | Over-Allotment Option | ||||
Stock issued during period shares | 1,000,000 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Jun. 24, 2021 | Jun. 21, 2021 | Jun. 16, 2021 | Feb. 24, 2021 | Feb. 18, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 21, 2021 |
Number of consecutive trading days for determining share price | 20 days | ||||||||
Number of trading days for determining share price | 30 days | ||||||||
Threshold number of trading days for determining share price from date of business combination | 150 days | ||||||||
Proceeds from issuance of warrants | $ 7,425,000 | ||||||||
Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days | ||||||||
Working Capital Loan | |||||||||
Debt instrument convertible into warrants | $ 1,500,000 | ||||||||
Debt instrument conversion price | $ 1.50 | ||||||||
Due to related parties current | $ 0 | ||||||||
Promissory Note With Related Party | |||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||||||
Outstanding balance from the Related Party | $ 0 | ||||||||
Sponsor | Administrative Support Agreement | |||||||||
Related party transaction, amounts of transaction | $ 40,000 | ||||||||
Maximum threshold on administrative support expense | $ 480,000 | ||||||||
Sponsor | Private Placement Warrants | |||||||||
Class of warrants and rights issued during the period | 4,950,000 | ||||||||
Class of warrants and rights issued, price per warrant | $ 1.50 | ||||||||
Proceeds from issuance of warrants | $ 7,425,000 | ||||||||
Shares issuable per warrant | 1 | ||||||||
Sponsor | Share Price More Than Or Equals To USD Twelve | |||||||||
Share transfer, trigger price per share. | $ 12 | ||||||||
Founder Shares | Sponsor | |||||||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||||||
Class B Ordinary Shares | |||||||||
Common stock par or stated value per share | $ 0.0001 | ||||||||
Common stock shares issued | 4,625,000 | ||||||||
Common stock shares outstanding | 4,625,000 | ||||||||
Class B Ordinary Shares | Sponsor | |||||||||
Exercise price of warrant | $ 11.50 | ||||||||
Class B Ordinary Shares | Founder Shares | Sponsor | |||||||||
Stock shares issued during the period for services value | $ 25,000 | $ 50,000 | |||||||
Shares issued price per share | $ 0.005 | ||||||||
Stock issued during period, shares, issued for services | 5,031,250 | ||||||||
Common stock par or stated value per share | $ 0.0001 | ||||||||
Common stock shares outstanding | 4,625,000 | ||||||||
Stock forfeited during period, shares | 406,250 | ||||||||
Consideration for stock forfeited | $ 0 | ||||||||
Class A Ordinary Shares | |||||||||
Common stock par or stated value per share | $ 0.0001 | ||||||||
Common stock shares issued | 0 | ||||||||
Common stock shares outstanding | 0 | ||||||||
Number of shares issued on conversion | 1 | ||||||||
Class A Ordinary Shares | Founder Shares | Sponsor | |||||||||
Number of shares issued on conversion | 1 | ||||||||
IPO | Founder Shares | |||||||||
Number of founder shares transferred | 150,000 | ||||||||
IPO | Class A Ordinary Shares | |||||||||
Shares issued price per share | 10 | $ 10 | |||||||
Common stock par or stated value per share | 0.0001 | ||||||||
Over-Allotment Option | Class A Ordinary Shares | |||||||||
Common stock par or stated value per share | $ 0.0001 |
Commitments - Additional Inform
Commitments - Additional Information (Details) | 11 Months Ended |
Dec. 31, 2021USD ($)item$ / shares | |
Commitments | |
Maximum number of demands for registration of securities | item | 3 |
Deferred underwriting fee per unit | $ / shares | $ 0.35 |
Deferred underwriting fee payable noncurrent | $ | $ 6,475,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Details) | 11 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Preferred stock shares authorized | 1,000,000 |
Preferred stock par or stated value per share | $ / shares | $ 0.0001 |
Preferred stock shares issued | 0 |
Preferred stock shares outstanding | 0 |
Class A Ordinary Shares | |
Common stock shares authorized | 300,000,000 |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares issued | 0 |
Common stock shares outstanding | 0 |
Number of shares issued on conversion | 1 |
Class A Ordinary Shares | Common Stock Subject to Mandatory Redemption | |
Common stock shares issued | 18,500,000 |
Common stock shares outstanding | 18,500,000 |
Class B Ordinary Shares | |
Common stock shares authorized | 30,000,000 |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares issued | 4,625,000 |
Common stock shares outstanding | 4,625,000 |
Common stock, voting rights | one |
Minimum percentage of common stock to be held after conversion of shares | 20.00% |
Shareholders' Deficit - Warrant
Shareholders' Deficit - Warrant Liability (Details) - $ / shares | 11 Months Ended | |
Dec. 31, 2021 | Jun. 21, 2021 | |
Number of consecutive trading days for determining share price | 20 days | |
Share Price | $ 10 | |
Warrant expiration term | 5 years | |
Percentage of capital raised for business combination to total equity proceeds | 60.00% | |
Number of trading days for determining share price | 30 days | |
Number of trading days for determining fair market value per share | 10 days | |
Share Price Less Than Or Equals To $18.00 | ||
Class of warrants, redemption price per unit | $ 0.10 | |
Class of warrants, redemption notice period | 30 days | |
Common Stock | Share Price Less Than Or Equals To $9.20 | ||
Class of warrant or right, redemption price adjustment percentage | 115.00% | |
Common Stock | Share Price More Than Or Equals To $18.00 | ||
Share Price | $ 18 | |
Class of warrant or right, redemption price adjustment percentage | 180.00% | |
Common Stock | Share Price Less Than Or Equals To $18.00 | ||
Share Price | $ 10 | |
Public Warrants | ||
Exercise price of warrant | $ 11.50 | |
Warrants exercisable term from the date of completion of business combination | 30 days | |
Minimum lock In period For SEC Registration From Date Of Business Combination | 15 days | |
Minimum lock In period to become effective after the closing of the initial Business Combination | 60 days | |
Public Warrants | Share Price More Than Or Equals To $18.00 | ||
Number of consecutive trading days for determining share price | 20 days | |
Share Price | $ 18 | |
Class of warrants, redemption price per unit | $ 0.01 | |
Class of warrants, redemption notice period | 30 days | |
Number of trading days for determining share price | 30 days | |
Class A Ordinary Shares | Share Price More Than Or Equals To $10.00 | ||
Share Price | $ 10 | |
Class A Ordinary Shares | Share Price Less Than Or Equals To $18.00 | ||
Number of consecutive trading days for determining share price | 20 days | |
Share Price | $ 18 | |
Number of trading days for determining share price | 30 days | |
Class A Ordinary Shares | Common Stock | ||
Number of consecutive trading days for determining share price | 10 days | |
Share Price | $ 9.20 | |
Fair market value per share | $ 0.361 | |
IPO | Class A Ordinary Shares | Public Warrants | ||
Exercise price of warrant | $ 11.50 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 4 Months Ended | 11 Months Ended |
Jun. 21, 2021 | Dec. 31, 2021 | |
Expected life of over allotment option | 45 days | |
Public Warrants | ||
Number of shares issued on conversion | 0.33 | |
Shares issuable per warrant | 1 | |
Aggregate value of warrants outstanding | $ 7,300,000 | $ 5,400,000 |
Public Warrants | Measurement Input, Share Price | ||
Aggregate value of warrants outstanding per share | $ 0.88 | |
Private Placement Warrants | ||
Aggregate value of warrants outstanding | $ 5,900,000 | $ 4,400,000 |
Private Placement Warrants | Measurement Input, Share Price | ||
Aggregate value of warrants outstanding per share | $ 0.89 | |
Both Public warrants & Private placement warrants | Measurement Input, Share Price | ||
Aggregate value of warrants outstanding per share | $ 1.20 | |
Cash | ||
Assets held-in-trust, current | $ 125 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Assets Measured On Recurring Basis (Details) | Dec. 31, 2021USD ($) |
Cash and Marketable securities held in trust account | Level 1 | Recurring | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments, Fair Value Disclosure | $ 185,020,263 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Liabilities Measured On Recurring Basis (Details) - USD ($) | Dec. 31, 2021 | Jun. 21, 2021 | Feb. 09, 2021 |
Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability | $ 9,831,624 | $ 13,401,348 | |
Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability | 4,405,500 | $ 0 | |
Level 3 | Over-Allotment Option | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability | 0 | $ 0 | |
Level 3 | Recurring | Over-Allotment Option | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability | 185,409 | ||
Public Warrants | Level 1 | Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability | 5,426,124 | ||
Public Warrants | Level 3 | Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability | 7,275,939 | ||
Private Placement Warrants | Level 3 | Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability | $ 4,405,500 | $ 5,940,000 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of initial measurement of key inputs for Private Placement Warrants and Public Warrants (Details) | 4 Months Ended | 11 Months Ended |
Jun. 21, 2021$ / shares | Dec. 31, 2021$ / shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of the ordinary share price | $ 10 | $ 10 |
Redemption threshold price | $ 18 | $ 18 |
Redemption threshold days | 20 days | 20 days |
Redemption price | $ 0.01 | $ 0.01 |
Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants initial measurement | 0.90 | 1.26 |
Risk-free interest rate | Over-Allotment Option | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants initial measurement | 0.03 | |
Expected term (years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input term | 5 years | 5 years |
Expected term (years) | Over-Allotment Option | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input term | 1 month 13 days | |
Expected volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants initial measurement | 21 | 14.8 |
Expected volatility | Over-Allotment Option | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants initial measurement | 7 | |
Exercise price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants initial measurement | 11.50 | 11.50 |
Probability of successful acquisition | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants initial measurement | 90 | 95 |
Dividend yield | Over-Allotment Option | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants initial measurement | 0 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of Fair Value of Warrant Liabilities (Details) - USD ($) | 4 Months Ended | 6 Months Ended | 11 Months Ended |
Jun. 21, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Change in valuation inputs or other assumptions | $ (3,384,315) | ||
Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value as of February 10, 2021 | $ 0 | 0 | |
Initial fair value measurement as of June 21, 2021 | 13,215,939 | ||
Transfer out of Level 3 to Level 1 | $ (7,275,939) | ||
Change in valuation inputs or other assumptions | (1,534,500) | ||
Fair value as of December 31,2021 | 4,405,500 | 4,405,500 | |
Level 3 | Over-Allotment Option | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value as of February 10, 2021 | 0 | 0 | |
Initial fair value measurement as of June 21, 2021 | 185,409 | ||
Realized gain on extinguishment of overallotment option liability | (185,409) | ||
Fair value as of December 31,2021 | 0 | 0 | |
Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value as of February 10, 2021 | 13,401,348 | ||
Fair value as of December 31,2021 | 13,401,348 | 9,831,624 | 9,831,624 |
Recurring | Level 3 | Over-Allotment Option | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value as of February 10, 2021 | 185,409 | ||
Fair value as of December 31,2021 | 185,409 | ||
Public Warrants | Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value as of February 10, 2021 | 7,275,939 | ||
Fair value as of December 31,2021 | 7,275,939 | ||
Private Placement Warrants | Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value as of February 10, 2021 | 5,940,000 | ||
Fair value as of December 31,2021 | $ 5,940,000 | $ 4,405,500 | $ 4,405,500 |