Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity File Number | 001-41198 | |
Entity Registrant Name | CARTICA ACQUISITION CORP | |
Entity Incorporation, State or Country Code | KY | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 1775 I Street NW, Suite 910 | |
Entity Address, City or Town | Washington | |
Entity Address State Or Province | DC | |
Entity Address, Postal Zip Code | 20006 | |
City Area Code | +1-202 | |
Local Phone Number | 367-3003 | |
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 Central Index Key | 0001848437 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | |
Trading Symbol | CITEU | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | CITE | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Redeemable Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants | |
Trading Symbol | CITEW | |
Security Exchange Name | NASDAQ | |
Class B ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | |
Current assets | |||
Cash | $ 1,910,288 | $ 965 | |
Prepaid expenses | 560,156 | 0 | |
Total Current Assets | 2,470,444 | 965 | |
Deferred offering costs | 0 | 415,024 | |
Prepaid expenses, non-current portion | 337,628 | 0 | |
Cash and marketable securities held in Trust Account | 237,027,044 | 0 | |
TOTAL ASSETS | 239,835,116 | 415,989 | |
Current liabilities | |||
Accounts payable and accrued expenses | 262,440 | 255,240 | |
Accrued offering costs and expenses | 0 | 159,913 | |
Promissory note - related party | 0 | 244,225 | |
Total Current Liabilities | 262,440 | 659,378 | |
Warrant liabilities | 6,106,440 | 0 | |
Deferred underwriting fee payable | 8,050,000 | 0 | |
Total Liabilities | 14,418,880 | 659,378 | |
Commitments and Contingencies (Note 6) | |||
Class A ordinary shares subject to possible redemption 23,000,000 shares at redemption value as of March 31, 2022 and none as of December 31, 2021 | 236,927,044 | 0 | |
Shareholders' Deficit | |||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 | 0 | |
Additional paid-in capital | 0 | 24,425 | |
Accumulated deficit | (11,511,383) | (268,389) | |
Total Shareholders' Deficit | (11,510,808) | (243,389) | |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 239,835,116 | 415,989 | |
Class A ordinary shares | |||
Shareholders' Deficit | |||
Common stock | 0 | 0 | |
Class B ordinary shares | |||
Shareholders' Deficit | |||
Common stock | [1] | $ 575 | $ 575 |
[1] | Includes an aggregate of up to 750,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). On October 31, 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares, reducing the total number of Class B ordinary shares outstanding to 5,750,000 shares. These financial statements have been retroactively adjusted to reflect this reduction in share capitalization (see Notes 5 and 8). |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Oct. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | |
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | |
Common shares, shares authorized | 30,000,000 | 30,000,000 | |
Common shares, shares issued | 5,750,000 | 5,750,000 | |
Number of shares surrendered | 1,437,500 | ||
Class A ordinary shares | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | |
Common shares, shares authorized | 300,000,000 | 300,000,000 | |
Common shares, shares issued | 0 | 0 | |
Common shares, shares outstanding | 0 | 0 | |
Class A ordinary shares subject to redemption | |||
Temporary equity, shares outstanding | 23,000,000 | 0 | |
Class B ordinary shares | |||
Common shares, par value, (per share) | $ 0.0001 | ||
Common shares, shares authorized | 30,000,000 | ||
Common shares, shares issued | 5,750,000 | 5,750,000 | |
Common shares, shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 |
Class B ordinary shares | Over-allotment option | |||
Number of shares subject to forfeiture | 750,000 | 750,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 2 Months Ended | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2022 | ||
Operating and formation costs | $ 3,933 | $ 965,893 | |
Loss from operations | (3,933) | (965,893) | |
Other income (expense): | |||
Interest earned on cash and marketable securities held in Trust Account | 0 | 127,044 | |
Change in fair value of warrant liabilities | 0 | 7,867,560 | |
Transaction costs incurred in connection with the IPO | 0 | (378,343) | |
Other income, net | 0 | 7,616,261 | |
Net income (loss) | $ (3,933) | $ 6,650,368 | |
Class A ordinary shares subject to redemption | |||
Other income (expense): | |||
Weighted average shares outstanding, basic | 0 | 21,211,111 | |
Weighted average shares outstanding, diluted | 0 | 21,211,111 | |
Basic common (per share) | $ 0 | $ 0.25 | |
Diluted common (per share) | $ 0 | $ 0.25 | |
Non-redeemable ordinary shares | |||
Other income (expense): | |||
Weighted average shares outstanding, basic | [1] | 5,000,000 | 5,691,667 |
Weighted average shares outstanding, diluted | [1] | 5,000,000 | 5,691,667 |
Basic common (per share) | $ 0 | $ 0.25 | |
Diluted common (per share) | $ 0 | $ 0.25 | |
[1] | Excludes an aggregate of up to 750,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). On October 31, 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares, reducing the total number of Class B ordinary shares outstanding to 5,750,000 Class B ordinary shares. These financial statements have been retroactively adjusted to reflect this reduction in share capitalization (see Notes 5 and 8). |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - shares | Oct. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Number of shares surrendered | 1,437,500 | ||
Class B ordinary shares | |||
Common shares, shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 |
Class B ordinary shares | Over-allotment option | |||
Number of shares subject to forfeiture | 750,000 | 750,000 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Class A ordinary sharesOrdinary shares | Class B ordinary sharesOrdinary shares | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at the beginning at Feb. 02, 2021 | [1] | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance at the beginning (in shares) at Feb. 02, 2021 | [1] | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of Class B ordinary shares to Sponsor | $ 575 | 24,425 | 25,000 | |||
Issuance of Class B ordinary shares to Sponsor (in shares) | 5,750,000 | |||||
Net income (loss) | (3,933) | (3,933) | ||||
Balance at the end at Mar. 31, 2021 | $ 575 | 24,425 | (3,933) | 21,067 | ||
Balance at the end (in shares) at Mar. 31, 2021 | 5,750,000 | |||||
Balance at the beginning at Dec. 31, 2021 | $ 575 | 24,425 | (268,389) | (243,389) | ||
Balance at the beginning (in shares) at Dec. 31, 2021 | 5,750,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Contribution in excess of fair value of Private Placement Warrants | 7,791,000 | 7,791,000 | ||||
Remeasurement of Class A ordinary shares to redemption amount | (7,815,425) | (17,893,362) | (25,708,787) | |||
Net income (loss) | 6,650,368 | 6,650,368 | ||||
Balance at the end at Mar. 31, 2022 | $ 575 | $ (11,511,383) | $ (11,510,808) | |||
Balance at the end (in shares) at Mar. 31, 2022 | 5,750,000 | |||||
[1] | Includes an aggregate of up to 750,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). On October 31, 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares, reducing the total number of Class B ordinary shares outstanding to 5,750,000 shares. These financial statements have been retroactively adjusted to reflect this reduction in share capitalization (see Notes 5 and 8). |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Parenthetical) - shares | Oct. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Number of shares surrendered | 1,437,500 | ||
Class B ordinary shares | |||
Common shares, shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 |
Class B ordinary shares | Over-allotment option | |||
Number of shares subject to forfeiture | 750,000 | 750,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 2 Months Ended | 3 Months Ended |
Mar. 31, 2021 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (3,933) | $ 6,650,368 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on cash and marketable securities held in Trust Account | 0 | (127,044) |
Change in fair value of warrant liabilities | 0 | (7,867,560) |
Transaction costs incurred in connection with the IPO | 0 | 378,343 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (560,156) | |
Prepaid expenses, non-current portion | (337,628) | |
Accounts payable and accrued expenses | 3,790 | (4,680) |
Net cash used in operating activities | (143) | (1,868,357) |
Cash Flows from Investing Activities: | ||
Investment of cash into Trust Account | (236,900,000) | |
Net cash used in investing activities | (236,900,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 225,400,000 | |
Proceeds from sale of Private Placement Warrants | 15,900,000 | |
Proceeds from promissory note - related party | 72,000 | |
Repayment of promissory note - related party | (244,225) | |
Payment of other offering costs | (65,175) | (378,095) |
Net cash provided by financing activities | 6,825 | 240,677,680 |
Net Change in Cash | 6,682 | 1,909,323 |
Cash - Beginning of period | 965 | |
Cash - End of period | 6,682 | 1,910,288 |
Non-cash investing and financing activities: | ||
Offering costs included in accounts payable | 11,880 | |
Offering costs included in accrued offering costs | 125,898 | |
Offering costs paid by Sponsor in exchange for issuance of founder shares | 25,000 | |
Offering costs paid through promissory note | $ 12,500 | |
Deferred underwriting fee payable | $ 8,050,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Cartica Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on February 3, 2021. The Company was formed 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 not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. On January 7, 2022, the Company closed its initial public offering (the “IPO”) and completed the sale of 23,000,000 units (the “Units”), including 3,000,000 Units sold pursuant to the full exercise of the underwriter’s option to purchase additional units to cover over-allotments, each Unit consisting of (i) one Class A ordinary share of the Company, par value $0.0001 per share (collectively, the “Class A ordinary shares”), and (ii) one Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 15,900,000 warrants (the “Private Placement Warrants”) to Cartica Acquisition Partners, LLC (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $15,900,000. The Private Placement Warrants are identical to the Warrants sold as part of the Units in the IPO, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company (except as described in the registration statement for the Company’s IPO (the “Registration Statement”)); (ii) may not (and the Class A ordinary shares issuable upon exercise of such warrants may not) be transferred, assigned or sold by the holders thereof until 30 days after the completion of the Company’s initial Business Combination (subject to certain exceptions described in the Registration Statement); (iii) may be exercised by the holders thereof on a cashless basis; and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Transaction costs amounted to $13,295,086 consisting of $12,650,000 of underwriting discount and $645,086 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the stock exchange that the Company will list its securities on will require that the Company’s initial Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. At the closing of the IPO, management has agreed that an amount equal to at least $10.30 per Unit sold in the IPO, including proceeds from the sale of the Private Placement Warrants, will be held 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 selected by the Company meeting certain conditions of Rule 2a-7 of 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 held in the Trust Account, as described below. The Company will provide the holders of its issued and outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares, or Class A ordinary shares sold as part of the IPO, 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. 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 $10.30 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations), calculated as of two The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the 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 applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 5) and Public Shares held by it in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association will 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 under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. If the Company has not consummated a Business Combination within 18 months from the closing of the IPO, or during one of the two three three three The Sponsor and the Company’s directors and officers have agreed to waive: (i) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete its Business Combination within 18 months from the closing of the IPO or during any Extension Period or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity. The Company will have until 18 months from the closing of the IPO, and any extended time beyond 18 months as a result of or during any Extension Period or a shareholder vote to amend the Company’s amended and restated memorandum and articles of association, to complete a Business Combination (the “Combination Period”). If the Company has not completed 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 and the Company’s directors and officers have agreed to waive their liquidation rights with respect to any Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if any such person acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per-share value of the assets remaining available for distribution will be less than $10.30 per Unit. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s the independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.30 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.30 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO 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 public accounting firm), prospective target businesses and 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 Capital Resources Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its IPO at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date this financial statement is issued and therefore substantial doubt has been alleviated. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its IPO as filed with the SEC on January 6, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on January 13, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. 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. Cash and Marketable Securities Held in Trust Account At March 31, 2022, substantially all of the assets in the Trust Account were held in U.S. Treasury securities with a maturity of 185 days or less. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. Offering Costs associated with the IPO The Company complies with the requirements of the FASB ASC 340-10-S99-1. Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities have been expensed and offering costs associated with the Class A ordinary shares have been charged to temporary equity at the completion of the IPO. The Company incurred offering costs amounting to $13,295,086 as a result of the IPO (consisting of $12,650,000 of underwriting fees and $645,086 of other offering costs). The Company recorded $12,916,743 of offering costs as a reduction of temporary equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $378,343 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. 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 Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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: ● ● ● Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liabilities The Company accounts for the 27,400,000 warrants issued in connection with the IPO and the concurrent private placement of warrants, consisting of 11,500,000 Public Warrants and 15,900,000 Private Placement Warrants (inclusive of the exercise of the underwriter’s over-allotment option), in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company has classified each warrant as a liability at fair value. This liability will be subject to re-measurement at each balance sheet date, with any change in fair value being recognized in the Company’s statement of operations for the period ended on such date. Each fair value determination will be based upon a valuation obtained from a third-party valuation firm as and when necessary (See Note 8). Class A Ordinary Shares Subject to Possible Redemption The Company’s ordinary shares that have been sold as part of the Units in the IPO (“public ordinary shares”) contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The public ordinary shares sold as part of the Units in the IPO have been issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of public ordinary shares classified as temporary equity have been allocated proceeds determined in accordance with ASC 470-20. The public ordinary shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of the events mentioned above. According to ASC 480-10-S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable. As of March 31, 2022, the amount of public ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (5,865,000) Class A ordinary shares issuance costs (12,916,743) Plus: Remeasurement of Class A ordinary shares to redemption amount 25,708,787 Class A ordinary shares subject to possible redemption as of March 31, 2022 $ 236,927,044 Recent accounting pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also simplifies the diluted earnings per share calculation in certain areas and introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended |
Mar. 31, 2022 | |
INITIAL PUBLIC OFFERING. | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Public units Pursuant to the IPO, the Company sold 23,000,000 Units (which included 3,000,000 Units issued pursuant to the full exercise of the over-allotment option) at a purchase price of $10.00 per Unit. Each Unit will consist of one Class A ordinary share and one Public warrants Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. 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, and 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 20-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 warrant redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share warrant redemption trigger price described below under the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless the Class A ordinary shares issuable upon exercise of the warrants have been registered under the Securities Act or a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. If the holders exercise their warrants on a cashless basis, they would pay the warrant exercise price by surrendering warrants for the number of Class A ordinary shares equal to (x) the number of Class A ordinary shares underlying the warrants multiplied by the excess of the “fair market value” (as defined in the next sentence) of the Class A ordinary shares over the exercise price of the warrants, divided by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except for Private Placement Warrants held by the Sponsor or its permitted transferees): ● 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 (the “ 30 -day redemption period”), provided that prior to such redemption such holders will be able to exercise their warrants according to their usual exercise rights (i.e., on a cash basis); and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30 -trading day period ending three business days before the Company sends the notice of redemption to the warrant holders, and certain additional terms and conditions are met. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part, and only if the Private Placement Warrants are simultaneously redeemed; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; provided that prior to such redemption holders will not only be able to exercise their warrants according to their usual exercise rights, but also on a cashless basis and receive the number of shares determined based on the redemption date and the “fair market value” (as defined above) of the Class A ordinary shares except as otherwise described in the warrant agreement; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share 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 certain additional terms and conditions are met. The Company has agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended |
Mar. 31, 2022 | |
PRIVATE PLACEMENT. | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT The Sponsor has purchased 15,900,000 Private Placement Warrants (which included 1,500,000 Units issued pursuant to the full exercise of the over-allotment option) at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $15,900,000 in a private placement that occurred simultaneously with the closing of the IPO. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants have been added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable (except as described in Note 3 under “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00”) and exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees. If they are held by holders other than the sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants included in the Units being sold in the IPO. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 9, 2021, the Company issued 7,187,500 Class B ordinary shares to the Sponsor in consideration for the Sponsor paying certain offering and formation costs on behalf of the Company of $25,000 (the “Founder Shares”). Also on February 9, 2021, the Sponsor granted 1,078,125 Founder Shares, with a total fair value of $3,234, to the Company’s executive officers and consultant. On April 24, 2021, the Sponsor transferred 75,000 Founder Shares to each of its four director nominees at the time (who are now all directors), for a total of 300,000 Founder Shares, with a total fair value of $900, resulting in the Sponsor holding 6,887,500 Founder Shares. On October 29, 2021 the Sponsor granted a director nominee (who is now a director) a membership interest in the Sponsor representing an indirect interest in 75,000 Founder Shares, with a fair value of $225. On October 31, 2021, the Sponsor surrendered 1,437,500 Founder Shares, reducing the total number of Founder Shares outstanding to 5,750,000 Founder Shares (see Note 7). The Founder Shares included an aggregate of up to 750,000 Founder Shares that were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised, so that the total number of Founder Shares would equal 20% of the Company’s issued and outstanding ordinary shares after the IPO. As of January 7, 2022, the over-allotment option was fully exercised, and such shares are no longer subject to forfeiture. The Sponsor and the Company’s directors and executive officers have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) One year after the completion of a Business Combination or (ii) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, 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, the Founder Shares will be released from the lockup. In addition, the Sponsor has agreed that its Founder Shares are subject to vesting as follows: 50% upon the completion of an initial business combination and 25% each on the attainment and maintenance of certain shareholder return targets based on share trading prices and any dividends paid. Certain events could trigger immediate vesting under certain circumstances. Sponsor Founder Shares that do not vest within an eight-year period from the closing of the business combination will be cancelled and forfeited by the Sponsor. Promissory Note — Related Party On February 9, 2021, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. On September 20, 2021, the Promissory Note was amended to increase the borrowable amount to $350,000 and to extend the maturity date, and on November 15, 2021 to further extend the maturity date. The amended Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the completion of the IPO. At the consummation of the IPO, the outstanding balance of $244,225 for the Promissory Note was paid in full by the Company. Related party loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post- Business Combination entity at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. As of March 31, 2022 and December 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans. Administrative support agreement On January 4, 2022, the Company entered into an agreement to pay the Sponsor $930,000 over eighteen months beginning at the closing of the Initial Public Offering, for the following administrative support expenses: (i) cash compensation to Mr. Goel, the Company’s Chief Executive Officer, in the form of an annual salary of $312,000 ; (ii) cash compensation to Mr. Coad, the Company’s Chief Operating Officer and Chief Financial Officer, in the form of an annual salary of $200,000; and (iii) $9,000 per month for office space, utilities and research, analytical, secretarial and administrative support, which the sponsor is expected to source principally from Cartica Management, LLC (“Cartica Management”). In addition, at the closing of the Initial Public Offering, the Company paid the Sponsor an aggregate amount of $601,167 of which $549,000 represented compensation and bonuses paid to Mr. Goel and Mr. Coad for their services through the closing of the Initial Public Offering and $51,667 represented a prepayment of administrative support expenses for January 2022, to be amortized over the service period. Upon completion of a Business Combination or the Company’s liquidation, the Company will cease paying these amounts (in the case of the officer compensation, after 30 days’ notice). As of December 31, the Company had accrued $238,000 of officer compensation payable to the Sponsor under the administrative support agreement. For the three months ended March 31, 2022, the Company incurred $466,500 in fees for these services and paid $704,500 of fees for these services. Anchor investors Cartica Investors, LP and Cartica Investors II, LP, two private funds that are affiliates of Cartica Management, LLC and the Sponsor (the “Cartica Funds”) purchased 9.9% of the Units at the IPO (excluding the Units issued pursuant to the full exercise of the underwriters’ over-allotment option), at the public offering price. |
COMMITMENTS & CONTINGENCIES
COMMITMENTS & CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
COMMITMENTS & CONTINGENCIES | |
COMMITMENTS & CONTINGENCIES | NOTE 6. COMMITMENTS & CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting agreement The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. As of January 7, 2022, the over-allotment was fully exercised. The underwriters received a cash underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate (which included an additional $600,000 received pursuant to the full exercise of the over-allotment option), which was paid at closing of the IPO. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate (which included an additional $1,050,000 received pursuant to the full exercise of the over-allotment option). 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. Forward purchase agreement The Company entered into a forward purchase agreement with Cartica Investors, LP and Cartica Investors II, LP, two private funds that are affiliates of Cartica Management and the Sponsor (the “Cartica Funds”), pursuant to which the Cartica Funds will agree to subscribe for an aggregate of up to 3,000,000 forward purchase shares for $10.00 per share, or up to $30,000,000 in the aggregate, in a private placement to close substantially concurrently with the closing of the Company’s initial Business Combination, subject to approval at such time by the Cartica Management investment committee. Under the forward purchase agreement, the purchase investors (i) must vote any Class A ordinary shares owned by them at the time of any shareholder vote to approve a proposed business combination in favor of such proposed business combination, and (ii) are entitled to registration rights with respect to the forward purchase shares and any other Class A ordinary shares acquired by the forward purchase investors, including any acquired subsequent to the completion of the Company’s initial Business Combination. The proceeds from the sale of the forward purchase shares may be used as part of the consideration to the sellers in the Company’s initial Business Combination, expenses in connection with the Company’s initial Business Combination or for working capital in the post-business combination company. These purchases will be required to be made regardless of whether any Class A ordinary shares are redeemed by the Company’s public shareholders. The forward purchase shares will be issued only in connection with the closing of the initial Business Combination. |
SHAREHOLDERS' EQUITY (DEFICIT)
SHAREHOLDERS' EQUITY (DEFICIT) | 3 Months Ended |
Mar. 31, 2022 | |
SHAREHOLDERS' EQUITY (DEFICIT) | |
SHAREHOLDERS' EQUITY (DEFICIT) | NOTE 7. SHAREHOLDERS’ EQUITY (DEFICIT) Preference Shares Class A Ordinary Shares Class B Ordinary Shares Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a 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 a 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 a 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. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at January 7, 2022 and March 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: January 7, March 31, Description Level 2022 2022 Assets: Cash and Marketable securities held in Trust Account 1 $ 236,900,000 $ 237,027,044 Liabilities: Warrant liabilities – Public Warrants 1 $ — $ 2,530,000 Warrant liabilities – Public Warrants 3 5,865,000 — Warrant liabilities – Private Placement Warrants 3 8,109,000 3,576,440 Cash and Marketable Securities Held in Trust Account As of March 31, 2022, the investment in the Company’s Trust Account consisted of $790 in cash and $236,776,726 in U.S. Treasury Securities. The Company classifies its U.S. Treasury Securities as held-to-maturity in accordance with ASC 320 “Investments — Debt and Equity Securities.” Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on March 31, 2021 are as follows: Fair Value Carrying Gross Gross as of Value/Amortized Unrealized Unrealized March 31, Cost Gains Losses 2022 Cash and Marketable securities held in Trust Account $ 237,026,254 $ — $ (249,528) $ 236,776,726 Warrant Liabilities The Public Warrants and the Private Placement Warrants have been accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed balance sheets. 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 warrant liabilities in the condensed statements of operations. The Company used both the Black-Scholes Merton formula and a Monte Carlo simulation model to value the Public Warrants and the Private Placement Warrants at the initial measurement date of January 7, 2022 (the “Initial Measurement”). The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A ordinary share and one The key inputs into the Monte Carlo simulation model and Black-Scholes Merton formula for the Public and Private Placement Warrants were as follows at initial measurement: January 7, Input 2022 Risk-free interest rate 1.64 % Expected term (years) 6.50 Expected volatility 7.2 % Exercise price $ 11.50 Stock price of Class A ordinary share $ 9.83 The key inputs into the Black-Scholes Merton formula for the Private Placement warrants were as follows at March 31, 2022: March 31, Input 2022 Risk-free interest rate 2.41 % Expected term (years) 6.27 Expected volatility 1.7 % Exercise price $ 11.50 Stock price of Class A ordinary share $ 10.00 The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Private Placement Public Warrants Warrants Fair value at December 31, 2021 $ — $ — Initial measurement at January 7, 2022 8,109,000 5,865,000 Change in fair value (4,532,560) (3,335,000) Transfer to Level 1 — (2,530,000) Fair value at March 31, 2022 $ 3,576,440 $ — Transfers to and from Levels 1, 2 and 3 are recognized at the end of the reporting period. Following the detachment of the warrants from Units on February 25, 2022, the Public Warrants were transferred from Level 3 to Level 1. As of January 7, 2022, Initial Measurement, the fair value of the Private Placement Warrants and Public Warrants was determined to be $0.51 per warrant As of March 31, 2022, the fair value of the Private Placement Warrants and Public Warrants was determined to be $0.22 per warrant |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its IPO as filed with the SEC on January 6, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on January 13, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. |
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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. |
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. |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account At March 31, 2022, substantially all of the assets in the Trust Account were held in U.S. Treasury securities with a maturity of 185 days or less. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. |
Offering Costs associated with the IPO | Offering Costs associated with the IPO The Company complies with the requirements of the FASB ASC 340-10-S99-1. Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities have been expensed and offering costs associated with the Class A ordinary shares have been charged to temporary equity at the completion of the IPO. The Company incurred offering costs amounting to $13,295,086 as a result of the IPO (consisting of $12,650,000 of underwriting fees and $645,086 of other offering costs). The Company recorded $12,916,743 of offering costs as a reduction of temporary equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $378,343 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
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 Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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: ● ● ● |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Warrant Liabilities | Warrant Liabilities The Company accounts for the 27,400,000 warrants issued in connection with the IPO and the concurrent private placement of warrants, consisting of 11,500,000 Public Warrants and 15,900,000 Private Placement Warrants (inclusive of the exercise of the underwriter’s over-allotment option), in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company has classified each warrant as a liability at fair value. This liability will be subject to re-measurement at each balance sheet date, with any change in fair value being recognized in the Company’s statement of operations for the period ended on such date. Each fair value determination will be based upon a valuation obtained from a third-party valuation firm as and when necessary (See Note 8). |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company’s ordinary shares that have been sold as part of the Units in the IPO (“public ordinary shares”) contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The public ordinary shares sold as part of the Units in the IPO have been issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of public ordinary shares classified as temporary equity have been allocated proceeds determined in accordance with ASC 470-20. The public ordinary shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of the events mentioned above. According to ASC 480-10-S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable. As of March 31, 2022, the amount of public ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (5,865,000) Class A ordinary shares issuance costs (12,916,743) Plus: Remeasurement of Class A ordinary shares to redemption amount 25,708,787 Class A ordinary shares subject to possible redemption as of March 31, 2022 $ 236,927,044 |
Recent accounting pronouncements | Recent accounting pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also simplifies the diluted earnings per share calculation in certain areas and introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of ordinary shares subject to possible redemption reflected on balance sheet | As of March 31, 2022, the amount of public ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (5,865,000) Class A ordinary shares issuance costs (12,916,743) Plus: Remeasurement of Class A ordinary shares to redemption amount 25,708,787 Class A ordinary shares subject to possible redemption as of March 31, 2022 $ 236,927,044 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | January 7, March 31, Description Level 2022 2022 Assets: Cash and Marketable securities held in Trust Account 1 $ 236,900,000 $ 237,027,044 Liabilities: Warrant liabilities – Public Warrants 1 $ — $ 2,530,000 Warrant liabilities – Public Warrants 3 5,865,000 — Warrant liabilities – Private Placement Warrants 3 8,109,000 3,576,440 |
Summary of gross holding losses and fair value of held-to-maturity securities | Fair Value Carrying Gross Gross as of Value/Amortized Unrealized Unrealized March 31, Cost Gains Losses 2022 Cash and Marketable securities held in Trust Account $ 237,026,254 $ — $ (249,528) $ 236,776,726 |
Schedule of key inputs for warrants liabilities | The key inputs into the Monte Carlo simulation model and Black-Scholes Merton formula for the Public and Private Placement Warrants were as follows at initial measurement: January 7, Input 2022 Risk-free interest rate 1.64 % Expected term (years) 6.50 Expected volatility 7.2 % Exercise price $ 11.50 Stock price of Class A ordinary share $ 9.83 The key inputs into the Black-Scholes Merton formula for the Private Placement warrants were as follows at March 31, 2022: March 31, Input 2022 Risk-free interest rate 2.41 % Expected term (years) 6.27 Expected volatility 1.7 % Exercise price $ 11.50 Stock price of Class A ordinary share $ 10.00 |
Schedule of change in the fair value of the warrant liabilities | Private Placement Public Warrants Warrants Fair value at December 31, 2021 $ — $ — Initial measurement at January 7, 2022 8,109,000 5,865,000 Change in fair value (4,532,560) (3,335,000) Transfer to Level 1 — (2,530,000) Fair value at March 31, 2022 $ 3,576,440 $ — |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Jan. 07, 2022USD ($)D$ / sharesshares | Feb. 03, 2021 | Mar. 31, 2022USD ($)M$ / sharesshares | Dec. 31, 2021$ / shares |
Subsidiary, Sale of Stock [Line Items] | ||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Number of shares issuable per warrant | 1 | |||
Share Price | $ / shares | $ 10.30 | |||
Proceeds from sale of Private Placement Warrants | $ | $ 15,900,000 | |||
Number of days to redeem public shares after the business combination | 2 days | |||
Number of extensions | M | 2 | |||
Period for each extension | 3 months | |||
Period for completion of business combination | 24 months | |||
Period for total extension | 6 months | |||
Condition for future business combination number of businesses minimum | 1 | |||
Condition for future business combination use of proceeds percentage | 80 | |||
Condition for future business combination threshold Percentage Ownership | 50 | |||
Condition for future business combination threshold Net Tangible Assets | $ | $ 5,000,001 | |||
Redemption limit percentage without prior consent | 15 | |||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |||
Period for completion of business combination from closing of IPO | 18 months | |||
Redemption period upon closure | 10 days | |||
Maximum Allowed Dissolution Expenses | $ | $ 100,000 | |||
Class A ordinary shares | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Number of shares in a unit | 1 | |||
Class B ordinary shares | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | |||
Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Conversion price | $ / shares | 1 | |||
Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | 15,900,000 | |||
Price of warrant | $ / shares | $ 1 | |||
Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | 11,500,000 | |||
Payment of additional price per Public Share | $ / shares | $ 0.10 | |||
Payments for investment of cash in Trust Account for three-month extension | $ | $ 2,300,000 | |||
Price per Public Share for three-month extension | $ / shares | $ 0.10 | |||
Payments for investment of cash in Trust Account for six month extension | $ | $ 4,600,000 | |||
Price per Public Share for six month extension | $ / shares | $ 0.20 | |||
Public Warrants | Class A ordinary shares | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issuable per warrant | 1 | |||
Share Price | $ / shares | $ 11.50 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | 23,000,000 | |||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | |||
Number of shares in a unit | 1 | |||
Number of warrants in a unit | 0.5 | |||
Number of shares issuable per warrant | 1 | |||
Share Price | $ / shares | $ 10 | $ 10.30 | ||
Gross proceeds from issuance of unit | $ | $ 230,000,000 | |||
Sale of Private Placement Warrants (in shares) | 27,400,000 | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||
Transaction Costs | $ | $ 13,295,086 | |||
Underwriting fees | $ | 12,650,000 | |||
Other offering costs | $ | $ 645,086 | |||
Initial Public Offering | Class A ordinary shares | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Purchase price, per unit | $ / shares | $ 11.50 | |||
Initial Public Offering | Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | 23,000,000 | |||
Number of shares in a unit | 1 | |||
Number of warrants in a unit | 0.5 | |||
Private Placement | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | 15,900,000 | |||
Price of warrant | $ / shares | $ 1 | |||
Proceeds from sale of Private Placement Warrants | $ | $ 15,900,000 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | 3,000,000 | |||
Over-allotment option | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | 1,500,000 | |||
Over-allotment option | Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | 3,000,000 | |||
Purchase price, per unit | $ / shares | $ 10 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Jan. 07, 2022 | |
Common stocks issuance costs | $ 12,916,743 | |||
Transaction costs | $ 0 | 378,343 | ||
Unrecognized tax benefits | 0 | $ 0 | ||
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | ||
Income tax provision | $ 0 | $ 0 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | |||
Initial Public Offering | ||||
Transaction Costs | $ 13,295,086 | |||
Underwriting fees | 12,650,000 | |||
Other offering costs | $ 645,086 | |||
Sale of Private Placement Warrants (in shares) | 27,400,000 | |||
Private Placement Warrants | ||||
Sale of Private Placement Warrants (in shares) | 15,900,000 | |||
Private Placement Warrants | Over-allotment option | ||||
Sale of Private Placement Warrants (in shares) | 1,500,000 | |||
Public Warrants | ||||
Sale of Private Placement Warrants (in shares) | 11,500,000 | |||
Class A ordinary shares | ||||
Common stocks issuance costs | $ 12,916,743 | |||
Class A ordinary shares | Public Warrants | ||||
Minimum threshold written notice period for redemption of public warrants | 10 days |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Ordinary shares reconciliation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Gross proceeds | $ 230,000,000 | |
Proceeds allocated to Public Warrants | (5,865,000) | |
Class A ordinary shares issuance costs | (12,916,743) | |
Remeasurement of Class A ordinary shares to redemption amount | 25,708,787 | |
Class A ordinary shares subject to possible redemption as of March 31, 2022 | $ 236,927,044 | $ 0 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) | Jan. 07, 2022$ / sharesshares | Mar. 31, 2022DUSD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||
Share Price | $ 10.30 | |
Number of shares issuable per warrant | shares | 1 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Class A ordinary shares | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares in a unit | shares | 1 | |
Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Threshold minimum percentage of gross proceeds on total equity proceeds (as a percent) | 60.00% | |
Exercise market value per unit | $ 9.20 | |
Number of trading days on which fair market value of shares is reported | $ | 20 | |
Agreed business days after the closing of the initial Business Combination | 20 days | |
Warrants exercisable term after the completion of a business combination | 30 days | |
Public Warrants expiration term | 5 years | |
Period of time within which registration statement is expected to become effective | 60 days | |
Public Warrants | Class A ordinary shares | ||
Subsidiary, Sale of Stock [Line Items] | ||
Share Price | $ 11.50 | |
Number of shares issuable per warrant | shares | 1 | |
Minimum threshold written notice period for redemption of public warrants | 10 days | |
Public Warrants | Maximum | Class A ordinary shares | ||
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price, per unit | $ 9.20 | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Redemption period | 30 days | |
Threshold number of trading days before sending notice of redemption to warrant holders | 3 days | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Public Warrants | Class A ordinary shares | ||
Subsidiary, Sale of Stock [Line Items] | ||
Redemption of warrants per share | $ 18 | |
Share Price | 18 | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Trading period after business combination used to measure dilution of warrant | D | 20 | |
Threshold maximum period for filing registration statement after business combination | 30 days | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180.00% | |
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |
Threshold number of trading days before sending notice of redemption to warrant holders | 3 days | |
Threshold maximum period for filing registration statement after business combination | 30 days | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | Public Warrants | Class A ordinary shares | ||
Subsidiary, Sale of Stock [Line Items] | ||
Redemption of warrants per share | $ 10 | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |
Trading period after business combination used to measure dilution of warrant | D | 20 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Share Price | $ 10 | $ 10.30 |
Number of units sold | shares | 23,000,000 | |
Number of shares in a unit | shares | 1 | |
Number of warrants in a unit | shares | 0.5 | |
Number of shares issuable per warrant | shares | 1 | |
Initial Public Offering | Class A ordinary shares | ||
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price, per unit | $ 11.50 | |
Initial Public Offering | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | shares | 23,000,000 | |
Number of shares in a unit | shares | 1 | |
Number of warrants in a unit | shares | 0.5 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Jan. 07, 2022 | Mar. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] | ||
Aggregate purchase price | $ 15,900,000 | |
Number of shares per warrant | 1 | |
Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 15,900,000 | |
Price of warrants | $ 1 | |
Private Placement Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds10.00 | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |
Over-allotment option | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 1,500,000 | |
Private Placement | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 15,900,000 | |
Price of warrants | $ 1 | |
Aggregate purchase price | $ 15,900,000 | |
Exercise price of warrant | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Jan. 07, 2022 | Oct. 29, 2021USD ($)shares | Apr. 24, 2021USD ($)shares | Feb. 09, 2021USD ($)shares | Mar. 31, 2021USD ($) | Mar. 31, 2022YD$ / sharesshares | Dec. 31, 2021shares | Oct. 31, 2021shares |
Related Party Transaction [Line Items] | ||||||||
Aggregate purchase price | $ | $ 25,000 | |||||||
Class B ordinary shares | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares surrender | 1,437,500 | |||||||
Shares outstanding (in shares) | 5,750,000 | 5,750,000 | 5,750,000 | |||||
Shares subject to forfeiture | 1,437,500 | |||||||
Founder Shares | Class B ordinary shares | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sponsor granted | 75,000 | |||||||
Founder Shares | Sponsor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares transferred (in shares) | 75,000 | |||||||
Fair value of founder shares | $ | $ 225 | $ 900 | $ 3,234 | |||||
Sponsor granted | 300,000 | 1,078,125 | ||||||
Founder Shares | Sponsor | Class B ordinary shares | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued | 7,187,500 | |||||||
Aggregate purchase price | $ | $ 25,000 | |||||||
Number of shares transferred (in shares) | 75,000 | |||||||
Aggregate number of shares owned | 6,887,500 | |||||||
Number of shares surrender | 1,437,500 | |||||||
Shares outstanding (in shares) | 5,750,000 | |||||||
Shares subject to forfeiture | 750,000 | |||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||||
Vesting period | Y | 8 | |||||||
Founder Shares | Sponsor | Class B ordinary shares | Upon the completion of an initial business combination | ||||||||
Related Party Transaction [Line Items] | ||||||||
Vesting percentage | 50.00% | |||||||
Founder Shares | Sponsor | Class B ordinary shares | Upon attainment and maintenance of certain shareholder return targets based on share trading prices and any dividends paid | ||||||||
Related Party Transaction [Line Items] | ||||||||
Vesting percentage | 25.00% |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | Jan. 04, 2022 | Jan. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 20, 2021 | Feb. 09, 2021 |
Related Party Transaction [Line Items] | ||||||
Repayment of promissory note - related party | $ 244,225 | |||||
Units purchased as percentage | 9.90% | |||||
Promissory Note with Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum borrowing capacity of related party promissory note | $ 350,000 | $ 300,000 | ||||
Repayment of promissory note - related party | $ 244,225 | |||||
Administrative Support Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Compensation payable accrued | $ 238,000 | |||||
Administrative Support Agreement | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses incurred | 466,500 | |||||
Expenses paid | $ 704,500 | |||||
Amount of transaction | $ 930,000 | |||||
Period of agreement | 18 months | |||||
Expenses per month for office space, utilities and research, analytical, secretarial and administrative support | $ 9,000 | |||||
Payments | 601,167 | |||||
Payments for bonuses | 549,000 | |||||
Payments for administrative support expenses | $ 51,667 | |||||
Notice for completion of Business Combination or Liquidation | 30 days | |||||
Administrative Support Agreement | Mr. Goel | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Annual salary | 312,000 | |||||
Administrative Support Agreement | Mr. Coad | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Annual salary | $ 200,000 | |||||
Related Party Loans | ||||||
Related Party Transaction [Line Items] | ||||||
Outstanding borrowings under the working capital loans | $ 0 | $ 0 | ||||
Related Party Loans | Working capital loans warrant | ||||||
Related Party Transaction [Line Items] | ||||||
Loan conversion agreement warrant | $ 2,000,000 | |||||
Price of warrant | $ 1 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Jan. 07, 2022shares | Mar. 31, 2022USD ($)item$ / sharesshares | Dec. 31, 2021USD ($)$ / shares |
Subsidiary, Sale of Stock [Line Items] | |||
Maximum Number Of Demands For Registration Of Securities | item | 3 | ||
Deferred Fee Per Unit | $ / shares | $ 0.35 | ||
Deferred underwriting fee payable | $ 8,050,000 | $ 0 | |
Underwriting cash discount per unit | $ / shares | $ 0.20 | ||
Underwriter cash discount | $ 4,600,000 | ||
Aggregate underwriter cash discount | $ 600,000 | ||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Forward Purchase Agreement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares subscribed | shares | 3,000,000 | ||
Common shares, par value, (per share) | $ / shares | $ 10 | ||
Value of shares subscribed | $ 30,000,000 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Underwriting option period | 45 days | ||
Sale of Units, net of underwriting discounts (in shares) | shares | 3,000,000 | ||
Aggregate deferred underwriting fee payable | $ 1,050,000 |
SHAREHOLDERS' EQUITY (DEFICIT)
SHAREHOLDERS' EQUITY (DEFICIT) - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | |
Preferred shares, shares outstanding | 0 | 0 |
SHAREHOLDERS' EQUITY (DEFICIT_2
SHAREHOLDERS' EQUITY (DEFICIT) - Common Stock Shares (Details) | Oct. 31, 2021shares | Mar. 31, 2022Vote$ / sharesshares | Dec. 31, 2021$ / sharesshares |
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 30,000,000 | 30,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, shares issued (in shares) | 5,750,000 | 5,750,000 | |
Sponsor | |||
Class of Stock [Line Items] | |||
Threshold Conversion Ratio Of Stock | 1 | ||
Class A ordinary shares | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 300,000,000 | 300,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | ||
Common shares, shares issued (in shares) | 0 | 0 | |
Shares outstanding (in shares) | 0 | 0 | |
Class A ordinary shares subject to redemption | |||
Class of Stock [Line Items] | |||
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 | 0 | |
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares | 20.00% | ||
Class B ordinary shares | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 30,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Common shares, votes per share | Vote | 1 | ||
Common shares, shares issued (in shares) | 5,750,000 | 5,750,000 | |
Shares outstanding (in shares) | 5,750,000 | 5,750,000 | 5,750,000 |
Threshold Conversion Ratio Of Stock | 1 | ||
Number of shares surrender | 1,437,500 | ||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 20.00% | ||
Class B ordinary shares | Over-allotment option | |||
Class of Stock [Line Items] | |||
Number of shares subject to forfeiture | 750,000 | 750,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Jan. 07, 2022 | Dec. 31, 2021 | |
Assets: | |||
Cash and Marketable securities held in Trust Account | $ 237,027,044 | $ 0 | |
Liabilities: | |||
Warrant liabilities | $ 6,106,440 | $ 0 | |
Class A ordinary shares | |||
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |||
Number of shares in a unit | 1 | ||
Public Warrants | |||
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |||
Number of warrants in a unit | 0.5 | ||
U.S. Treasury Securities | |||
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |||
Carrying Value/Amortized Cost | $ 237,026,254 | ||
Gross Unrealized Losses | (249,528) | ||
Fair Value | 236,776,726 | ||
Cash held in the Trust Account | 790 | ||
Level 1 | |||
Assets: | |||
Cash and Marketable securities held in Trust Account | 237,027,044 | $ 236,900,000 | |
Level 1 | Public Warrants | |||
Liabilities: | |||
Warrant liabilities | 2,530,000 | ||
Level 3 | Public Warrants | |||
Liabilities: | |||
Warrant liabilities | 5,865,000 | ||
Level 3 | Private Placement Warrants | |||
Liabilities: | |||
Warrant liabilities | $ 3,576,440 | $ 8,109,000 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Measurements Inputs (Details) - Level 3 | Mar. 31, 2022Y | Jan. 07, 2022Y |
Risk-free interest rate | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 1.64 | |
Risk-free interest rate | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 2.41 | |
Expected term (years) | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 6.50 | |
Expected term (years) | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 6.27 | |
Expected volatility | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 7.2 | |
Expected volatility | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 1.7 | |
Exercise price | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 11.50 | |
Exercise price | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 11.50 | |
Stock price of Class A ordinary share | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 9.83 | |
Stock price of Class A ordinary share | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 10 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3 | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Public Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Initial measurement at January 7, 2022 | $ 5,865,000 |
Change in fair value | (3,335,000) |
Transfer to Level 1 | (2,530,000) |
Private Placement Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Initial measurement at January 7, 2022 | 8,109,000 |
Change in fair value | (4,532,560) |
Warrant liabilities at end of period | $ 3,576,440 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / shares | |
Public Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Price per share (in Dollars per share) | $ / shares | $ 0.22 |
Aggregate fair value | $ | $ 2,530,000 |
Public Warrants | Level 3 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial measurement at January 7, 2022 | $ | $ 5,865,000 |
Price per share (in Dollars per share) | $ / shares | $ 0.51 |
Private Placement Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Price per share (in Dollars per share) | $ / shares | $ 0.22 |
Aggregate fair value | $ | $ 3,576,000 |
Private Placement Warrants | Level 3 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial measurement at January 7, 2022 | $ | $ 8,109,000 |
Price per share (in Dollars per share) | $ / shares | $ 0.51 |