Document and Entity Information
Document and Entity Information - USD ($) | 11 Months Ended | |
Dec. 31, 2021 | Mar. 31, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-K | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2021 | |
Entity File Number | 001-40957 | |
Entity Registrant Name | Pyrophyte Acquisition Corp. | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 3262 Westheimer Road | |
Entity Address, Address Line Two | Suite 706 | |
Entity Address, City or Town | Houston | |
Entity Address State Or Province | TX | |
Entity Address, Postal Zip Code | 77098 | |
City Area Code | 281 | |
Local Phone Number | 701-4234 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
ICFR Auditor Attestation Flag | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001848756 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false | |
Entity Public Float | $ 198,633,750 | |
Auditor Name | Marcum LLP | |
Auditor Firm ID | 688 | |
Auditor Location | New York, NY | |
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | PHYT.U | |
Security Exchange Name | NYSE | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | PHYT | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 20,125,000 | |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Trading Symbol | PHYT WS | |
Security Exchange Name | NYSE | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,031,250 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2021USD ($) |
ASSETS | |
Cash | $ 966,695 |
Prepaid expenses | 364,606 |
Other current assets | 25,000 |
Total current assets | 1,356,301 |
Investments and cash held in Trust Account | 206,299,296 |
Non-current prepaid expenses | 290,089 |
Total Assets | 207,945,686 |
Current liabilities: | |
Accrued expenses | 130,023 |
Total current liabilities | 130,023 |
Deferred underwriting fees payable | 8,443,750 |
Derivative warrant liabilities | 11,506,893 |
Total liabilities | 20,080,666 |
Commitments and Contingencies (Note 5) | |
Class A ordinary shares subject to possible redemption, 20,125,000 shares at $10.25 per share | 206,281,250 |
Shareholders' deficit | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |
Accumulated deficit | (18,416,733) |
Total shareholders' deficit | (18,416,230) |
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit | 207,945,686 |
Class A Common Stock Subject to Redemption | |
Current liabilities: | |
Class A ordinary shares subject to possible redemption, 20,125,000 shares at $10.25 per share | 206,281,250 |
Class B Common Stock | |
Shareholders' deficit | |
Common stock | $ 503 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A Common Stock | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 200,000,000 |
Common shares, shares issued | 0 |
Common shares, shares outstanding | 0 |
Class A Common Stock Subject to Redemption | |
Temporary equity, shares outstanding | 20,125,000 |
Purchase price, per unit | $ / shares | $ 10.25 |
Class B Common Stock | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 20,000,000 |
Common shares, shares issued | 5,031,250 |
Common shares, shares outstanding | 5,031,250 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 11 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Formation costs | $ 21,721 |
General and administrative expenses | 347,872 |
Loss from operations | (369,593) |
Change in fair value of derivative warrant liabilities | 3,293,420 |
Transaction costs allocation to derivative warrant liabilities | (457,833) |
Gain on marketable securities (net), dividends and interest, held in Trust Account | 18,046 |
Other Income | 9 |
Net income | $ 2,484,049 |
Class A Common Stock Subject to Redemption | |
Weighted average shares outstanding, basic | shares | 4,141,479 |
Weighted average shares outstanding, diluted | shares | 4,141,479 |
Basic net loss per common share | $ / shares | $ 0.29 |
Diluted net loss per common share | $ / shares | $ 0.29 |
Class B Common Stock | |
Weighted average shares outstanding, basic | shares | 4,510,048 |
Weighted average shares outstanding, diluted | shares | 4,510,048 |
Basic net loss per common share | $ / shares | $ 0.29 |
Diluted net loss per common share | $ / shares | $ 0.29 |
STATEMENT OF CHANGES IN ORDINAR
STATEMENT OF CHANGES IN ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT - 11 months ended Dec. 31, 2021 - USD ($) | Class A Common Stock Subject to RedemptionCommon Stock | Class A Common Stock Subject to Redemption | Class B Common StockCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Feb. 11, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Temporary Equity, beginning balance at Feb. 11, 2021 | $ 0 | |||||
Balance at the beginning (in shares) at Feb. 11, 2021 | 0 | |||||
Temporary Equity, beginning balance (in shares) at Feb. 11, 2021 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of ordinary shares to Sponsor | $ 503 | 24,497 | 25,000 | |||
Issuance of ordinary shares to Sponsor (in shares) | 5,031,250 | |||||
Proceeds from the sale of Class A ordinary shares | $ 201,250,000 | |||||
Proceeds from the sale of Class A ordinary shares (in shares) | 20,125,000 | |||||
Paid underwriters fees | $ (2,625,000) | |||||
Deferred underwriting fees payable | (8,443,750) | |||||
Liabilities associated with equity instruments - Public Warrants | (7,345,625) | |||||
Other offering costs | (181,216) | |||||
Excess cash received over fair value of Private Placement Warrants | 2,701,562 | 2,701,562 | ||||
Remeasurement of Class A ordinary shares to redemption value | 23,626,841 | $ (2,726,059) | (20,900,782) | (23,626,841) | ||
Net income | 2,484,049 | 2,484,049 | ||||
Balance at the end at Dec. 31, 2021 | $ 503 | $ (18,416,733) | $ (18,416,230) | |||
Temporary Equity, ending balance at Dec. 31, 2021 | $ 206,281,250 | |||||
Balance at the end (in shares) at Dec. 31, 2021 | 5,031,250 | |||||
Temporary Equity, ending balance (in shares) at Dec. 31, 2021 | 20,125,000 | 20,125,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ 2,484,049 |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Transaction costs allocated to derivative warrant liabilities | 457,833 |
Gain on marketable securities (net), dividends and interest, held in Trust Account | (18,046) |
Formation And Operating Expenses Funded by Promissory Note | 714,674 |
Formation and operating expenses funded by note payable through Sponsor | 3,448 |
Change in fair value of derivative warrant liabilities | (3,293,420) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (661,591) |
Accrued expenses | 126,198 |
Net cash used in operating activities | (186,855) |
Cash Flows from Investing Activities: | |
Investment of cash into Trust Account | (206,281,250) |
Net cash used in investing activities | (206,281,250) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of ordinary shares to Sponsor | 25,000 |
Repayment of promissory note and advances from related party | (1,329,605) |
Proceeds from sale of Class A shares, gross | 201,250,000 |
Proceeds from sale of Private Placement Warrants | 10,156,250 |
Offering costs paid | (2,666,845) |
Net cash provided by financing activities | 207,434,800 |
Net increase in cash | 966,695 |
Cash - end of period | 966,695 |
Supplemental disclosure of noncash investing and financing activities: | |
Initial class A shares subject to possible redemption | 182,654,409 |
Immediate accretion of Class A shares to redemption value | 23,626,841 |
Offering costs included in accrued expenses | 3,825 |
Offering costs paid through promissory note - related party | 614,924 |
Offering costs paid through prepaid legal expense funded by sponsor | (21,552) |
Deferred underwriting fees payable | 8,443,750 |
Derivative warrant liability | $ 11,506,893 |
Description of Organization, Bu
Description of Organization, Business Operations, Going Concern and Basis of Presentation | 11 Months Ended |
Dec. 31, 2021 | |
Description of Organization, Business Operations, Going Concern and Basis of Presentation | |
Description of Organization, Business Operations, Going Concern and Basis of Presentation | Note 1- Description of Organization, Business Operations, Going Concern and Basis of Presentation Pyrophyte Acquisition Corp. (the “Company”) is a blank check company incorporated in Cayman Islands on February 12, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2021, the Company had not yet commenced any operations. All activity for the period from February 12, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the preparation of the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial business combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company generates non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering. The Company’s sponsor is Pyrophyte Acquisition LLC, a Delaware limited liability corporation (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 26, 2021. On October 29, 2021, the Company consummated its Initial Public Offering of 20,125,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units offered, the “Public Shares”), including 2,625,000 additional Units to cover over-allotments (the “Over-Allotment Units"), at $10.00 per Unit, generating gross proceeds of $201,250,000, and incurring $181,216 in other offering costs, $2,625,000 in upfront underwriting fees and $8,443,750 in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,156,250 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10,156,250 (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $206,281,250 ($10.25 per Unit) of the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants were deposited into a trust account (the “Trust Account”) in the United States at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee, to be 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 money market funds meeting certain conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S, government treasury obligations until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with an initial business combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which public shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. The Public Shareholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.25 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriter (as discussed in Note 5). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These shares of Class A ordinary share were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s Sponsor agreed (a) to vote its Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s amended and restated memorandum and articles of association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Placement Warrants (including underlying securities) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the amended and restated memorandum and articles of association relating to shareholders’ rights of pre- Business Combination activity and (d) that the Founder Shares and Private Placement Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or April 29, 2023 (the "Combination Period"), the Company will (i) cease all operations except for the purpose of winding up, (ii) ten The Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.25 per public share and (ii) the actual amount per public share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.25 per 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 monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. COVID-19 On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. Management continues to evaluate the impact of the COVID-19 outbreak on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Liquidity and Capital Resources and Going Concern As of December 31, 2021, the Company had $966,695 in cash and no cash equivalents. The Company has incurred and expects to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board Accounting Standards Update 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company’s cash flow deficit raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to consummate a Business Combination or raise additional funds will be successful within the Completion Window. The financial statements do not include any adjustments that might result from the outcome of the uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 11 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note Summary Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $966,695 in cash and no cash equivalents as of December 31, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts. Cash Held in the Trust Account As of December 31, 2021 the assets held in the Trust Account were held in money market funds. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● defined observable inputs such quoted prices for identical instruments active markets; ● defined as inputs other than active markets that either directly indirectly observable such quoted prices similar instruments active markets quoted prices for identical similar instruments markets that not active; ● defined unobservable inputs which little market exists, therefore requiring entity develop its own assumptions, such valuations derived from valuation techniques which more significant significant value drivers unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Fair Value of Financial Instruments As of December 31, 2021, the carrying values of cash, accounts payable, and accrued expenses, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the balance sheet. The fair value of warrants issued in connection with the Initial Public Offering were initially and subsequently measured at fair value using a Monte Carlo simulation model for the Public Warrants and Private Placement Warrants. Offering Costs Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the company ordinary shares and its warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company's ordinary shares were charged to temporary equity. Class A Ordinary Share Subject to Possible Redemption All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit. The reconciliation of Class A ordinary shares subject to possible redemption as of December 31, 2021 is as follows: Gross proceeds $ 201,250,000 Less: Class A ordinary shares issuance costs (11,249,966) Fair value of Public Warrants at issuance (7,345,625) Plus: Remeasurement of carrying value to redemption value 23,626,841 Class A ordinary shares subject to possible redemption $ 206,281,250 Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary share outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placements to purchase Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income (loss) per share is the same as basic loss per share for the period presented. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net income per share, basic and diluted for Class A ordinary shares is calculated by dividing the pro rata allocation of net loss to Class A ordinary shares for the period from February 12, 2021 (inception) through December 31, 2021 by the weighted average number of Class A ordinary shares outstanding for the period. Net income per share basic and diluted for Class B ordinary shares is calculated by dividing the pro rata allocation of net loss to Class B ordinary shares of for the period from February 12, 2021 (inception) through December 31, 2021 by the weighted average number of Class B ordinary shares outstanding for the period. For the Period From February 12, 2021 (Inception) Through December 31, 2021 Redeemable Class A Ordinary Shares Numerator: Net income allocable to Redeemable Class A Ordinary Shares $ 1,189,112 Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares Basic and diluted weighted average shares outstanding, Redeemable Class A 4,141,479 Basic and diluted net earnings per share, Redeemable Class A $ 0.29 Non-Redeemable Class B Ordinary Shares Numerator: Net income allocable to non-redeemable Class B Ordinary Shares Net income allocable to non-redeemable Class B Ordinary Shares $ 1,294,937 Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares 4,510,048 Basic and diluted weighted average shares outstanding, Non-Redeemable Class B $ 0.29 Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued 10,062,500 Public warrants to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued 10,156,250 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re- measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of warrants issued in connection with the Initial Public Offering were measured at fair value using a Monte Carlo simulation model for the Public Warrants and Private Placement Warrants. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely- than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update No. 2020-06 to reduce the complexity of accounting for convertible debt and other equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the changes are a trade-off between simplifications in the accounting model (no separation of an “equity” component to impute a market interest rate, and simpler analysis of embedded equity features) and a potentially adverse impact to diluted EPS by requiring the use of the if-converted method. The new standard will also impact other financial instruments commonly issued by both public and private companies. For example, the separation model for beneficial conversion features is eliminated simplifying the analysis for issuers of convertible debt and convertible preference shares. Also, certain specific requirements to achieve equity classification and/ or qualify for the derivative scope exception for contracts indexed to an entity’s own equity are removed, enabling more freestanding instruments and embedded features to avoid mark-to-market accounting. The new standard is effective for companies that are SEC filers (except for Smaller Reporting Companies) for fiscal years beginning after December 15, 2021 and interim periods within that year, and two years later for other companies. Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either be adopted on a modified retrospective or a full retrospective basis. The Company adopted the new standard upon incorporation and the impact to the Company’s balance sheet, statement of operations and cash flows was not material. The Company’s 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 financial statement. |
Initial Public Offering
Initial Public Offering | 11 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 3 - Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 20,125,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary shares and one |
Related Party Transactions
Related Party Transactions | 11 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 4 – Related Party Transactions Class B Founder Shares On February 24, 2021, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). Up to 750,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option was exercised. At the close of the Initial Public Offering, the underwriter exercised its overallotment option in full and these Founder Shares were no longer subjected to forfeiture as of October 29, 2021. On September 29, 2021, the Sponsor effected a surrender of 718,750 Class B ordinary shares to the Company for no consideration, resulting in an aggregate of 5,031,250 of Class B ordinary shares outstanding. Prior to the initial investment in the Company of $25,000 by the Sponsor, we had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 10,156,250 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10,156,250. Each warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. Certain proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirement of applicable law) and the Private Placement Warrants will expire worthless. Promissory Note The Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the Initial Public Offering. Upon the consummation of the Initial Public Offering, all outstanding balance under the note was paid in full. Administrative Support Agreement Commencing on the date of the Initial Public Offering, the Company has paid the Sponsor $15,000 per month for office space, utilities, secretarial and administrative support services provided to the members of the Company’s management team, of which Mr. Major, the Chief Financial Officer and Executive Vice President of Business Development is paid $10,000 per month. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. Working Capital Loans In order to finance transaction costs in connection with an initial business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an initial business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that an initial business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of an initial business combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post-initial business combination entity at a price of $1.00 per warrant. 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 December 31, 2021, the Company had no borrowings under the Working Capital Loans. |
Commitments & Contingencies
Commitments & Contingencies | 11 Months Ended |
Dec. 31, 2021 | |
Commitments & Contingencies | |
Commitments & Contingencies | Note 5 – Commitments & Contingencies Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any (and any Class A ordinary share issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans), will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement will provide that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock- up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriter fully exercised the option on October 29, 2021. The underwriter was entitled to a cash underwriting discount of 1.5% of the gross proceeds of the Initial Public Offering, or $2,625,000 in the aggregate, which was paid upon closing of the Initial Public Offering. In addition, the underwriter was entitled to a deferred fee of 4.0% of the gross proceeds of the Initial Public Offering. The deferred fee will become payable to the underwriter 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. Investment Advisory Agreement On November 5, 2021, the Company entered into an investment advisory agreement with Clean Energy Associates, LLC (“Clean Energy”, pursuant to which Clean Energy will serve as an investment advisor in connection with the Company’s initial Business Combination. If the Company enters into a letter of intent with a potential target that has been introduced to it by Clean Energy, it shall pay Clean Energy a cash success fee of $40,000. Clean Energy shall also be paid a retainer of up to $40,000. Financial Advisory Agreement The Company will engage UBS Securities LLC (“UBS”), the underwriter in the Initial Public Offering, as a financial advisor and capital markets advisor in connection with a specified de-SPAC transaction. The Company will pay UBS a cash fee for such services upon the consummation of such transaction in an amount equal to $3,000,000 (see Note 9). |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 11 Months Ended |
Dec. 31, 2021 | |
Warrants | |
Warrants | Note 6 — Derivative Warrant Liabilities The Company accounted for the 20,218,750 Warrants issued in connection with the Initial Public Offering (the 10,062,500 of Public Warrants and the 10,156,250 of Private Placement Warrants) in accordance with the guidance contained in ASC 815- 40 Derivatives and Hedging — Contracts in Entity’s Own Equity Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon issuance of the warrants at the closing of the Initial Public Offering. Accordingly, the Company expects to classify each warrant as a liability at its fair value. The Public Warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined with the assistance of a professional independent valuation firm. The warrant liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification of the warrants at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary share issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary share 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 share of 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of 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 Class A ordinary share 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, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants for Class A ordinary share” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants, except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the Class A ordinary share issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial business combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights. If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A ordinary share and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding Class A ordinary share the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such warrant had been exercised, accepted such offer and all of the Class A ordinary share held by such holder had been purchased pursuant to the offer. If less than 65% of the consideration receivable by the holders of the Class A ordinary share in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value for a Capped American Call on Bloomberg Financial Markets. Redemption of warrants when the price per share of Class A ordinary share equals or exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last reported sale price (the “closing price”) of Class A ordinary share equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Warrants — Redemption Procedures — Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary share issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary share is available throughout the 30 Redemption of warrants when the price per share of Class A ordinary share equals or exceeds $10.00 : ● in whole and not in part; ● at a price of $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities — Warrants — Public Warrants” based on the redemption date and the “fair market value” of Class A ordinary share (as defined below) except as otherwise described in “Description of Securities — Warrants — Public Warrants”; and; ● if, and only if, the closing price of Class A ordinary share equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Warrants — Redemption Procedures — Anti-dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Warrants — Redemption Procedures — Anti-dilution Adjustments”), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Shareholders' Deficit
Shareholders' Deficit | 11 Months Ended |
Dec. 31, 2021 | |
Shareholders' Deficit | |
Shareholders' Deficit | Note 7 – Shareholders’ Deficit Preference shares - outstanding Class A ordinary shares - outstanding Class B ordinary shares - outstanding Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares shall have the right to vote on the election of the Company’s directors prior to the initial business combination. The Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti- dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all Class A ordinary shares issued and outstanding upon the completion of the Initial Public Offering, plus all Class A ordinary shares and equity- linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity- linked securities issued, or to be issued, to any seller in the business combination. Prior to our initial business combination, holders of the Class B ordinary shares will have the right to appoint all of our directors and may remove members of the board of directors for any reason in any general meeting held prior to or in connection with the completion of our initial business combination. On any other matter submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law and subject to the amended and restated memorandum and articles of association. |
Fair Value Measurements
Fair Value Measurements | 11 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | Note 8 – Fair Value Measurements The following table presents information about the Company’s financial liabilities that are measured at fair value on a recurring basis as of December 31, 2021 by level within the fair value hierarchy: Level 1 Level 2 Level 3 Assets: Marketable securities held in trust account Warrants $ 206,299,296 $ — $ — Total assets $ 206,299,296 Liabilities: Public warrants $ 5,693,362 $ — $ — Private placement warrants — — 5,813,531 Total liabilities $ 5,693,362 $ — $ 5,813,531 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. For the period from February 12, 2021 through December 31, 2021, the public warrants were transferred from level 3 to level 1. The estimated fair values of the Private Placement Warrants were determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its Class A ordinary share warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s Class A ordinary share that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement: As of December 31, 2021 Volatility 10.3 % Underlying stock price $ 9.87 Expected time until merger (years) 5.92 Risk-free rate 1.35 % Dividend yield 0.0 % As of October 29, 2021 Volatility 13.5 % Underlying stock price $ 9.64 Expected time until merger (years) 1.4 Risk-free rate 1.33 % Dividend yield 0.0 % The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period from February 12, 2021 (inception) through December 31, 2021 is summarized as follows: Derivative warrant liabilities at February 12, 2021 (inception) $ — Issuance of Public and Private Warrants - Level 3 measurements at October 29, 2021 14,800,313 Transfers of Public Warrants from Level 3 to Level 1 (5,693,362) Change in fair value of derivative warrant liabilities with Level 3 inputs (3,293,420) Derivative warrant liabilities at December 31, 2021 with Level 3 inputs $ 5,813,531 The Company recognized gains in connection with changes in the fair value of the Public Warrants and Private Placement Warrants of $3,293,420, which comprise the change in fair value of warrant liabilities in the Statement of Operations for the period from February 12, 2021 (inception) through December 31, 2021. |
Subsequent Events
Subsequent Events | 8 Months Ended |
Sep. 30, 2021 | |
Subsequent Events | |
Subsequent Events | Note 9 – Subsequent Events On March 10, 2022, the Company entered into a financial advisory agreement with UBS. Pursuant to terms of the agreement, the Company will pay UBS a fee of $3,000,000 upon the closing of a specified de-SPAC transaction (see Note 6). The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date financial statements were issued. The Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 11 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $966,695 in cash and no cash equivalents as of December 31, 2021. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts. |
Cash Held in the Trust Account | Cash Held in the Trust Account As of December 31, 2021 the assets held in the Trust Account were held in money market funds. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● defined observable inputs such quoted prices for identical instruments active markets; ● defined as inputs other than active markets that either directly indirectly observable such quoted prices similar instruments active markets quoted prices for identical similar instruments markets that not active; ● defined unobservable inputs which little market exists, therefore requiring entity develop its own assumptions, such valuations derived from valuation techniques which more significant significant value drivers unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As of December 31, 2021, the carrying values of cash, accounts payable, and accrued expenses, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the balance sheet. The fair value of warrants issued in connection with the Initial Public Offering were initially and subsequently measured at fair value using a Monte Carlo simulation model for the Public Warrants and Private Placement Warrants. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the company ordinary shares and its warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company's ordinary shares were charged to temporary equity. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Share Subject to Possible Redemption All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit. The reconciliation of Class A ordinary shares subject to possible redemption as of December 31, 2021 is as follows: Gross proceeds $ 201,250,000 Less: Class A ordinary shares issuance costs (11,249,966) Fair value of Public Warrants at issuance (7,345,625) Plus: Remeasurement of carrying value to redemption value 23,626,841 Class A ordinary shares subject to possible redemption $ 206,281,250 |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary share outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placements to purchase Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income (loss) per share is the same as basic loss per share for the period presented. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net income per share, basic and diluted for Class A ordinary shares is calculated by dividing the pro rata allocation of net loss to Class A ordinary shares for the period from February 12, 2021 (inception) through December 31, 2021 by the weighted average number of Class A ordinary shares outstanding for the period. Net income per share basic and diluted for Class B ordinary shares is calculated by dividing the pro rata allocation of net loss to Class B ordinary shares of for the period from February 12, 2021 (inception) through December 31, 2021 by the weighted average number of Class B ordinary shares outstanding for the period. For the Period From February 12, 2021 (Inception) Through December 31, 2021 Redeemable Class A Ordinary Shares Numerator: Net income allocable to Redeemable Class A Ordinary Shares $ 1,189,112 Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares Basic and diluted weighted average shares outstanding, Redeemable Class A 4,141,479 Basic and diluted net earnings per share, Redeemable Class A $ 0.29 Non-Redeemable Class B Ordinary Shares Numerator: Net income allocable to non-redeemable Class B Ordinary Shares Net income allocable to non-redeemable Class B Ordinary Shares $ 1,294,937 Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares 4,510,048 Basic and diluted weighted average shares outstanding, Non-Redeemable Class B $ 0.29 |
Derivative warrant liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued 10,062,500 Public warrants to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued 10,156,250 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re- measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of warrants issued in connection with the Initial Public Offering were measured at fair value using a Monte Carlo simulation model for the Public Warrants and Private Placement Warrants. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely- than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update No. 2020-06 to reduce the complexity of accounting for convertible debt and other equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the changes are a trade-off between simplifications in the accounting model (no separation of an “equity” component to impute a market interest rate, and simpler analysis of embedded equity features) and a potentially adverse impact to diluted EPS by requiring the use of the if-converted method. The new standard will also impact other financial instruments commonly issued by both public and private companies. For example, the separation model for beneficial conversion features is eliminated simplifying the analysis for issuers of convertible debt and convertible preference shares. Also, certain specific requirements to achieve equity classification and/ or qualify for the derivative scope exception for contracts indexed to an entity’s own equity are removed, enabling more freestanding instruments and embedded features to avoid mark-to-market accounting. The new standard is effective for companies that are SEC filers (except for Smaller Reporting Companies) for fiscal years beginning after December 15, 2021 and interim periods within that year, and two years later for other companies. Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either be adopted on a modified retrospective or a full retrospective basis. The Company adopted the new standard upon incorporation and the impact to the Company’s balance sheet, statement of operations and cash flows was not material. The Company’s 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 financial statement. |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Reconciliation of Class A ordinary shares subject to possible redemption | Gross proceeds $ 201,250,000 Less: Class A ordinary shares issuance costs (11,249,966) Fair value of Public Warrants at issuance (7,345,625) Plus: Remeasurement of carrying value to redemption value 23,626,841 Class A ordinary shares subject to possible redemption $ 206,281,250 |
Reconciliation of Net Loss per Common Share | For the Period From February 12, 2021 (Inception) Through December 31, 2021 Redeemable Class A Ordinary Shares Numerator: Net income allocable to Redeemable Class A Ordinary Shares $ 1,189,112 Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares Basic and diluted weighted average shares outstanding, Redeemable Class A 4,141,479 Basic and diluted net earnings per share, Redeemable Class A $ 0.29 Non-Redeemable Class B Ordinary Shares Numerator: Net income allocable to non-redeemable Class B Ordinary Shares Net income allocable to non-redeemable Class B Ordinary Shares $ 1,294,937 Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares 4,510,048 Basic and diluted weighted average shares outstanding, Non-Redeemable Class B $ 0.29 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Company's liabilities that are measured at fair value on a recurring basis | Level 1 Level 2 Level 3 Assets: Marketable securities held in trust account Warrants $ 206,299,296 $ — $ — Total assets $ 206,299,296 Liabilities: Public warrants $ 5,693,362 $ — $ — Private placement warrants — — 5,813,531 Total liabilities $ 5,693,362 $ — $ 5,813,531 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | As of December 31, 2021 Volatility 10.3 % Underlying stock price $ 9.87 Expected time until merger (years) 5.92 Risk-free rate 1.35 % Dividend yield 0.0 % As of October 29, 2021 Volatility 13.5 % Underlying stock price $ 9.64 Expected time until merger (years) 1.4 Risk-free rate 1.33 % Dividend yield 0.0 % |
Schedule of change in the fair value of the warrant liabilities | Derivative warrant liabilities at February 12, 2021 (inception) $ — Issuance of Public and Private Warrants - Level 3 measurements at October 29, 2021 14,800,313 Transfers of Public Warrants from Level 3 to Level 1 (5,693,362) Change in fair value of derivative warrant liabilities with Level 3 inputs (3,293,420) Derivative warrant liabilities at December 31, 2021 with Level 3 inputs $ 5,813,531 |
Description of Organization, _2
Description of Organization, Business Operations, Going Concern and Basis of Presentation (Details) | Oct. 29, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)item$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||
Condition for future business combination number of businesses minimum | item | 1 | |
Deferred underwriting fees payable | $ 8,443,750 | |
Threshold business days for redemption of public shares | 10 days | |
Proceeds from sale of Private Placement Warrants | $ 10,156,250 | |
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account | 80.00% | |
Maximum net interest to pay dissolution expenses | $ 100,000 | |
Unit Price | $ / shares | $ 10.25 | |
Threshold Percentage Of Public Shares Subject To Redemption Without Companys Prior Written Consent | 15.00% | |
Cash balance | $ 966,695 | |
Payments for investment of cash in Trust Account | 206,281,250 | |
Cash equivalents | $ 0 | |
Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Private Placement Warrants (in shares) | shares | 10,156,250 | |
Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Private Placement Warrants (in shares) | shares | 10,062,500 | |
IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Units, net of underwriting discounts (in shares) | shares | 20,125,000 | |
Purchase price, per unit | $ / shares | $ 10 | $ 10 |
Proceeds from issuance initial public offering | $ 201,250,000 | $ 206,281,250 |
Other offering costs | 181,216 | |
Underwriting fees | 2,625,000 | |
Deferred underwriting fees payable | $ 8,443,750 | |
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | |
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | |
Sale of Private Placement Warrants (in shares) | shares | 20,218,750 | |
Share Price | $ / shares | $ 10.25 | |
Unit Price | $ / shares | $ 10.25 | |
IPO | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Units, net of underwriting discounts (in shares) | shares | 20,125,000 | |
Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Private Placement Warrants (in shares) | shares | 10,156,250 | |
Private Placement | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Private Placement Warrants (in shares) | shares | 10,156,250 | |
Price of warrant | $ / shares | $ 1 | |
Proceeds from sale of Private Placement Warrants | $ 10,156,250 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Units, net of underwriting discounts (in shares) | shares | 2,625,000 | 2,625,000 |
Purchase price, per unit | $ / shares | $ 10 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Oct. 29, 2021 | Dec. 31, 2021 |
Cash equivalents | $ 0 | |
Cash | 966,695 | |
Cash, FDIC Insured Amount | 250,000 | |
Unrecognized tax benefits | 0 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | |
IPO | ||
Other offering costs | $ 181,216 | |
Number of warrants issued | 20,218,750 | |
Private Placement | ||
Number of warrants issued | 10,156,250 | |
Public warrants | ||
Number of warrants issued | 10,062,500 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Class A ordinary shares subject to possible redemption (Details) | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Summary of Significant Accounting Policies | |
Gross proceeds | $ 201,250,000 |
Temporary Equity Issuance Costs | (11,249,966) |
Fair value of Public Warrants at issuance | (7,345,625) |
Remeasurement of carrying value to redemption value | 23,626,841 |
Class A ordinary shares subject to possible redemption | $ 206,281,250 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies Reconciliation of Net Loss per Common Share (Details) | 11 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Class A Common Stock Subject to Redemption | |
Weighted average shares outstanding, basic | shares | 4,141,479 |
Weighted average shares outstanding, diluted | shares | 4,141,479 |
Basic net loss per common share | $ / shares | $ 0.29 |
Diluted net loss per common share | $ / shares | $ 0.29 |
Redeemable Class A Ordinary Shares | |
Net income allocable | $ | $ 1,189,112 |
Weighted average shares outstanding, basic | shares | 4,141,479 |
Weighted average shares outstanding, diluted | shares | 4,141,479 |
Basic net loss per common share | $ / shares | $ 0.29 |
Diluted net loss per common share | $ / shares | $ 0.31 |
Class B Common Stock | |
Weighted average shares outstanding, basic | shares | 4,510,048 |
Weighted average shares outstanding, diluted | shares | 4,510,048 |
Basic net loss per common share | $ / shares | $ 0.29 |
Diluted net loss per common share | $ / shares | $ 0.29 |
Non-Redeemable Class B Ordinary Shares | |
Net income allocable | $ | $ 1,294,937 |
Weighted average shares outstanding, basic | shares | 4,510,048 |
Weighted average shares outstanding, diluted | shares | 4,510,048 |
Basic net loss per common share | $ / shares | $ 0.29 |
Diluted net loss per common share | $ / shares | $ 0.31 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Oct. 29, 2021 | Dec. 31, 2021 |
Class A Common Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Common shares, par value, (per share) | $ 0.0001 | |
IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 20,125,000 | |
Purchase price, per unit | $ 10 | $ 10 |
Proceeds from issuance of initial public offering | $ 201,250,000 | $ 206,281,250 |
IPO | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 20,125,000 | |
IPO | Class A Common Stock | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants in a unit | 1 | |
Number of shares issuable per warrant | 0.50 | |
Exercise price of warrants | $ 11.50 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 2,625,000 | 2,625,000 |
Purchase price, per unit | $ 10 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Oct. 29, 2021 | Feb. 24, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 29, 2021 |
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ 25,000 | ||||
Proceeds from sale of Private Placement Warrants | $ 10,156,250 | ||||
Class A Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Common shares, par value, (per share) | $ 0.0001 | ||||
Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Common shares, par value, (per share) | $ 0.0001 | ||||
Over-allotment option | |||||
Related Party Transaction [Line Items] | |||||
Share price | $ 10 | ||||
Over-allotment option | Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Maximum common stock shares subjected to forfeiture | 25,000 | ||||
Private Placement Warrants | |||||
Related Party Transaction [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | 10,156,250 | ||||
Private Placement Warrants | Class A Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | 1 | ||||
Price of warrant | $ 11.50 | ||||
Sponsor | Private Placement Warrants | |||||
Related Party Transaction [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | 10,156,250 | ||||
Price of warrant | $ 1 | ||||
Proceeds from sale of Private Placement Warrants | $ 10,156,250 | ||||
Founder Shares | Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Temporary equity, shares outstanding | 5,031,250 | ||||
Founder Shares | Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ 25,000 | ||||
Share price | $ 0.004 | ||||
Shares subject to forfeiture | 750,000 | ||||
Founder Shares | Sponsor | Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 5,750,000 | ||||
Common shares, par value, (per share) | $ 0.0001 | ||||
Maximum common stock shares subjected to forfeiture | 718,750 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 11 Months Ended | |
Dec. 31, 2021 | Feb. 24, 2021 | |
Related Party Transaction [Line Items] | ||
Repayment of promissory note - related party | $ 1,329,605 | |
Working capital loans warrant | ||
Related Party Transaction [Line Items] | ||
Loan conversion agreement warrant | 1,500,000 | |
Promissory Note with Related Party | ||
Related Party Transaction [Line Items] | ||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |
Administrative Support Agreement | ||
Related Party Transaction [Line Items] | ||
Expenses per month | 15,000 | |
Expenses incurred and paid | $ 10,000 | |
Related Party Loans | Working capital loans warrant | ||
Related Party Transaction [Line Items] | ||
Price of warrant | $ 1 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | Oct. 29, 2021shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2021USD ($) | Nov. 05, 2021USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||
Deferred underwriting fees payable | $ 8,443,750 | $ 8,443,750 | ||
Aggregate deferred underwriting fee payable | $ 2,625,000 | |||
Percentage of Underwriting Cash Discount | 1.50% | |||
Percentage of Deferred Fee | 4.00% | |||
Clean Energy Associates, LLC | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Payment of cash success fee | $ 40,000 | |||
Maximum payment of retainer amount | $ 40,000 | |||
UBS Securities LLC | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Payment of cash success fee | $ 3,000,000 | $ 3,000,000 | ||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Maximum number of demands for registration of securities | 45 | 45 | ||
Sale of Units, net of underwriting discounts (in shares) | shares | 2,625,000 | 2,625,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 11 Months Ended | |
Dec. 31, 2021D$ / sharesshares | Oct. 29, 2021$ / sharesshares | |
Threshold period for registration statement to be effective after which warrants can be exercised on a cashless basis | 60 days | |
Public Warrants | ||
Number of warrants issued | shares | 10,062,500 | |
Public Warrants exercisable term after the completion of a business combination | 30 days | |
Private Placement Warrants | ||
Number of warrants issued | shares | 10,156,250 | |
Class A Common Stock | ||
Share Price | $ 10 | |
Class A Common Stock | Public Warrants | ||
Threshold consecutive trading days for redemption of public warrants | D | 20 | |
Threshold issue price per share | $ 9.20 | |
Class A Common Stock | Private Placement Warrants | ||
Number of warrants issued | shares | 1 | |
IPO | ||
Number of warrants issued | shares | 20,218,750 | |
Share Price | $ 10.25 | |
IPO | Class A Common Stock | Public Warrants | ||
Number of shares per warrant | shares | 0.50 | |
Exercise price of warrants | $ 11.50 | |
Public Warrants | ||
Exercise price of warrants | 11.50 | |
Threshold issue price per share | $ 9.20 | |
Public Warrants expiration term | 5 years | |
Percentage of gross proceeds on total equity proceeds | 60.00% | |
Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 [Member] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Redemption Period | 30 days | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 days | |
Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 [Member] | Maximum | ||
Adjustment of exercise price of warrants based on market value (as a percent) | 180.00% | |
Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 [Member] | Minimum | ||
Adjustment of exercise price of warrants based on market value (as a percent) | 100.00% | |
Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds10.00 [Member] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 days |
Shareholders' Deficit - Prefere
Shareholders' Deficit - Preference Shares (Details) | Dec. 31, 2021$ / sharesshares |
Shareholders' Deficit | |
Preferred shares, shares authorized | 1,000,000 |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
Shareholders' Deficit - Common
Shareholders' Deficit - Common Stock Shares (Details) - USD ($) | Sep. 29, 2021 | Dec. 31, 2021 | Feb. 24, 2021 |
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 200,000,000 | ||
Common shares, par value (in dollars per share) | $ 0.0001 | ||
Common shares, shares issued (in shares) | 0 | ||
Common shares, shares outstanding (in shares) | 0 | ||
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 20,000,000 | ||
Common shares, par value (in dollars per share) | $ 0.0001 | ||
Common shares, shares issued (in shares) | 5,031,250 | ||
Common shares, shares outstanding (in shares) | 5,031,250 | ||
Aggregated shares issued upon converted basis (in percent) | 20.00% | ||
Class B Common Stock | Founder Shares | |||
Class of Stock [Line Items] | |||
Common shares, shares outstanding (in shares) | 5,031,250 | ||
Class B Common Stock | Founder Shares | Sponsor | |||
Class of Stock [Line Items] | |||
Common shares, par value (in dollars per share) | $ 0.0001 | ||
Number of shares surrendered | 718,750 | ||
consideration of shares surrendered | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Company's liabilities that are measured at fair value on a recurring basis (Details) | Dec. 31, 2021USD ($) |
Assets: | |
Total assets | $ 206,299,296 |
Liabilities: | |
Total liabilities | 11,506,893 |
Level 1 | |
Assets: | |
Marketable securities held in trust account Warrants | 206,299,296 |
Total assets | 206,299,296 |
Liabilities: | |
Total liabilities | 5,693,362 |
Level 1 | Public warrants | |
Liabilities: | |
Total liabilities | 5,693,362 |
Level 3 | |
Liabilities: | |
Total liabilities | 5,813,531 |
Level 3 | Private placement warrants | |
Liabilities: | |
Total liabilities | $ 5,813,531 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of key inputs into the Monte Carlo simulation model for the Public Warrants and Private Placement Warrants (Details) - Level 3 | Dec. 31, 2021$ / sharesY | Oct. 29, 2021Y$ / shares |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 10.3 | 13.5 |
Underlying stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | $ / shares | 9.87 | 9.64 |
Expected time until merger (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | Y | 5.92 | 1.4 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 1.35 | 1.33 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0 | 0 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of change in the fair value of the warrant liabilities (Details) - Level 3 - Recurring | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Issuance of Public and Private Warrants - Level 3 measurements at October 29, 2021 | $ 14,800,313 |
Transfers of Public Warrants from Level 3 to Level 1 | (5,693,362) |
Change in fair value of derivative warrant liabilities with Level 3 inputs | (3,293,420) |
Derivative warrant liabilities at end of period | $ 5,813,531 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 11 Months Ended |
Dec. 31, 2021USD ($) | |
FAIR VALUE MEASUREMENTS | |
Fair value of warrants | $ 3,293,420 |
Subsequent Events (Details)
Subsequent Events (Details) - UBS Securities LLC - USD ($) | Mar. 10, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||
Payment of cash success fee | $ 3,000,000 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Payment of cash success fee | $ 3,000,000 |