Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 19, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity File Number | 001-40957 | |
Entity Registrant Name | PYROPHYTE ACQUISITION CORP. | |
Entity Incorporation, State or Country Code | KY | |
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 | 345 | |
Local Phone Number | 769-4900 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001848756 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Transition Report | false | |
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 exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | |
Trading Symbol | PHYT WS | |
Security Exchange Name | NYSE | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,031,250 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash | $ 731,560 | $ 966,695 |
Prepaid expenses | 436,550 | 364,606 |
Other current assets | 25,000 | 25,000 |
Total current assets | 1,193,110 | 1,356,301 |
Investments and cash held in Trust Account | 206,375,655 | 206,299,296 |
Non-current prepaid expenses | 202,771 | 290,089 |
Total Assets | 207,771,536 | 207,945,686 |
Current liabilities: | ||
Accrued expenses | 316,320 | 130,023 |
Accounts Payable | 185,331 | |
Total current liabilities | 501,651 | 130,023 |
Deferred underwriting fees payable | 8,443,750 | 8,443,750 |
Derivative warrant liabilities | 9,130,522 | 11,506,893 |
Total liabilities | 18,075,923 | 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 | 206,281,250 |
Shareholders' Equity | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (16,586,140) | (18,416,733) |
Total shareholders' equity | (16,585,637) | (18,416,230) |
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit | 207,771,536 | 207,945,686 |
Class B Common Stock | ||
Shareholders' Equity | ||
Common stock | $ 503 | $ 503 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 200,000,000 | 200,000,000 |
Common shares, shares issued (in shares) | 0 | 0 |
Common shares, shares outstanding (in shares) | 0 | 0 |
Temporary equity, shares outstanding | 20,125,000 | 20,125,000 |
Purchase price, per unit | $ 10.25 | $ 10.25 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued (in shares) | 5,031,250 | 5,031,250 |
Common shares, shares outstanding (in shares) | 5,031,250 | 5,031,250 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 2 Months Ended | 3 Months Ended |
Mar. 31, 2021 | Mar. 31, 2022 | |
Formation costs | $ 6,827 | |
Loss from operations | (6,827) | $ (622,137) |
Change in fair value of derivative warrant liabilities | 0 | 2,376,371 |
Gain on investments held in Trust Account | 0 | 76,359 |
Net income | (6,827) | $ 1,830,593 |
Weighted average shares outstanding, diluted | 20,125,000 | |
Class A Common Stock Subject to Redemption | ||
General and administrative expenses | $ 622,137 | |
Net income | $ (6,827) | $ 1,830,593 |
Weighted average shares outstanding, basic | 20,125,000 | |
Weighted average shares outstanding, diluted | 0 | 20,125,000 |
Basic net loss per common share | $ 0 | $ 0.07 |
Diluted net loss per common share | $ 0 | $ 0.07 |
Class B Common Stock | ||
Weighted average shares outstanding, basic | 4,375,000 | 5,031,250 |
Weighted average shares outstanding, diluted | 4,375,000 | 5,031,250 |
Basic net loss per common share | $ 0 | $ 0.07 |
Diluted net loss per common share | $ 0 | $ 0.07 |
STATEMENT OF ORDINARY SHARES SU
STATEMENT OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT - USD ($) | Class A Common StockCommon Stock | Class A Common Stock | 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 | $ 0 | |||
Balance at the beginning (in shares) at Feb. 11, 2021 | 0 | 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 | |||||||
Net income (loss) | $ (6,827) | (6,827) | (6,827) | |||||
Balance at the end at Mar. 31, 2021 | $ 503 | 24,497 | (6,827) | 18,173 | ||||
Balance at the end (in shares) at Mar. 31, 2021 | 5,031,250 | |||||||
Balance at the beginning at Dec. 31, 2021 | $ 206,281,250 | $ 503 | 0 | (18,416,733) | (18,416,230) | |||
Balance at the beginning (in shares) at Dec. 31, 2021 | 20,125,000 | 5,031,250 | ||||||
Temporary Equity, beginning balance (in shares) at Dec. 31, 2021 | 20,125,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | $ 1,830,593 | 0 | 1,830,593 | 1,830,593 | ||||
Balance at the end at Mar. 31, 2022 | $ 206,281,250 | $ 503 | $ 0 | $ (16,586,140) | $ (16,585,637) | |||
Balance at the end (in shares) at Mar. 31, 2022 | 20,125,000 | 5,031,250 | ||||||
Temporary Equity, ending balance (in shares) at Mar. 31, 2022 | 20,125,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 2 Months Ended | 3 Months Ended |
Mar. 31, 2021 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (6,827) | $ 1,830,593 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on investments held in Trust Account | 0 | (76,359) |
Change in fair value of derivative warrant liabilities | 0 | (2,376,371) |
Changes in operating assets and liabilities: | ||
Prepaid and other assets | 0 | 15,374 |
Accounts payable | 6,827 | 185,331 |
Accrued expenses | 0 | 189,937 |
Net cash used in operating activities | 0 | (231,495) |
Cash Flows from Financing Activities: | ||
Offering costs paid | 0 | (3,640) |
Net cash provided by financing activities | 0 | (3,640) |
Net increase in cash | 0 | (235,135) |
Cash - beginning of period | 0 | 966,695 |
Cash - end of period | 0 | $ 731,560 |
Supplemental disclosure of noncash investing and financing activities: | ||
Deferred offering costs included in accrued offering costs and expenses | 20,150 | |
Deferred offering costs and formation expenses paid through promissory note - related party | 25,000 | |
Deferred offering costs paid through promissory note - related party | $ 5,000 |
Description of Organization and
Description of Organization and Business Operations, Going Concern Considerations | 3 Months Ended |
Mar. 31, 2022 | |
Description of Organization and Business Operations, Going Concern Considerations | |
Description of Organization and Business Operations, Going Concern Considerations | Note 1- Description of Organization and Business Operations, Going Concern Considerations Organization and General Pyrophyte Acquisition Corp. (the “Company”) is a blank check company incorporated in Cayman Islands on February 12, 2021 (inception). 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 March 31, 2022, the Company had not yet commenced operations. Activities from February 12, 2021 (inception) to March 31, 2022 includes company formation, the initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and post-IPO activities which includes finding potential target for a business combination. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. 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). The Trust Account Following the closing of the IPO on October 29, 2021, and the underwriters’ simultaneous exercise of the over-allotment option in full, $206,281,250 ($10.25 per Unit) from the net proceeds from the sale of the Units in the IPO and a portion of the net proceeds from the sale of the Private Placement Warrants were deposited into a trust account (the “Trust Account”). The proceeds held in the Trust Account are invested only in U.S. government treasury bills with a maturity of one hundred eighty-five (185) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s memorandum and articles of association provide that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Class A ordinary shares, $0.0001 par value, included in the Units (the “Public Shares”) being sold in the Initial Public Offering that have been properly tendered in connection with a shareholder vote to amend the Company’s memorandum and articles of association to modify the substance or timing of its obligation to redeem 100% of such Public Shares if it does not complete the Initial Business Combination within 18 months from the closing of the Initial Public Offering; and (iii) the redemption of 100% of the Class A ordinary shares included in the Units being sold in the Initial Public Offering if the Company is unable to complete an Initial Business Combination within 18 months from the closing of the Initial Public Offering (subject to the requirements of law). The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such Class A ordinary shares will be recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s memorandum and articles of association if the Company is unable to complete the Initial Business Combination within 18 months from the closing of the Initial Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned and not previously released to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholder’s rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s independent director nominees will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 18 months of the closing of the Initial Public Offering. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires Class A ordinary shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. The Company’s shareholders have no pre-emptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Going Concern Consideration and Liquidity As of March 31, 2022, the Company had $731,560 in cash and no cash equivalents. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an initial business combination. The liquidation deadline for the Company is also within the next twelve months if an initial Business Combination is not consummated. The Company cannot assure that its plans to consummate an initial Business Combination will be successful. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity conditions raise substantial doubt about the Company’s ability to continue as a going concern through approximately one year from the date of filing. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risk and Uncertainties 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 unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies 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. Basis of Presentation The accompanying condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 31, 2022. 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. 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. As of March 31, 2022, the Company had cash of $731,560. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such 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 and cash. 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 on the assumption that the consummation of the Initial Business Combination is the most likely outcome. Net income per share, basic and diluted for Class A ordinary shares is calculated by dividing the pro rata allocation of net loss to shares of Class A ordinary shares for the three months ended March 31, 2022 and for the period from February 12, 2021 (inception) through March 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 for the three months ended March 31, 2022 and for the period from February 12, 2021 (inception) through March 31, 2021, by the weighted average number of Class B ordinary shares outstanding for the period. For the period From February 12, 2021 For The Three (inception) Months Ended Through March 31, March 31, 2022 2021 Redeemable Class A Ordinary Shares Numerator: Net Income (loss) allocable to Redeemable Class A Ordinary Shares $ 1,464,474 $ — Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares Basic and diluted weighted average shares outstanding, Redeemable Class A 20,125,000 — Basic and diluted net income per share, Class A subject to possible redemption $ 0.07 $ — Non-Redeemable Class B Ordinary Shares Numerator: Net Income (loss) allocable to Redeemable Class B Ordinary Shares Net income (loss) allocable to non-redeemable Class B Ordinary Shares $ 366,119 $ (6,827) Denominator: Weighted Average Share Outstanding, Redeemable Class B Ordinary Shares 5,031,250 4,375,000 Basic and diluted net income (loss) per share, Class B non-Redeemable ordinary shares $ 0.07 $ (0.00) Class A Ordinary Shares Subject to Possible Redemption All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. 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 shares 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 shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. The reconciliation of Class A ordinary shares subject to possible redemption as of March 31, 2022 and 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: Accretion of carrying value to redemption value 23,626,841 Class A ordinary shares subject to possible redemption $ 206,281,250 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 March 31, 2022 and 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 through at fair value using a Monte Carlo simulation model for the Public Warrants and Private Placement Warrants. Some of the assumptions and inputs used in such model are unobservable and as such, the fair values are deemed a Level 3 measurement. 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. 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 Public and Private Warrants issued in connection with the Initial Public Offering were initially and subsequently measured at fair value using a Monte Carlo simulation model. 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 for the three months ended March 31, 2022 and for the period from February 12, 2021 (inception) through March 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 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3 - Initial Public Offering 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-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A ordinary shares at an exercise price of $11.50 per share. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
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”). 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. 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. 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. Founder Shares 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. As of March 31, 2022 and December 31, 2021, the Company can no longer draw on this Note. Working Capital Loans In order to finance transaction costs in connection with an initial business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“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 March 31, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. 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. |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
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. For the three months ended March 31, 2022, the Company reimbursed expenses to management in the amount of $48,634, these expenses are related to acquisition activity. 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 $3,018,750 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. As of December 31, 2021 and March 31, 2022, none of the fees were incurred and accrued. Financial Advisory Agreement On March 28, 2022 the Company engaged 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. As of March 31, 2022, no fees were incurred and accrued. On November 8, 2022 the Company engaged Atrium Partners A/S (“Atrium”), as a financial advisor in relation to the potential acquisition of one or more companies in a specific industry. The Company will pay Atrium a cash fee for such services upon the consummation of such transaction in an amount equal to 1% of the enterprise value of the target company at the time of closing. This agreement was terminated in February 2022. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Warrant Liabilites | |
Derivative Warrant Liabilities | 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 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-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. 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 | 3 Months Ended |
Mar. 31, 2022 | |
Shareholders' Deficit | |
Shareholders' Deficit | Note 7 – Shareholders’ Deficit Preference shares - The Company is authorized to issue 1,000,000 shares of preference shares, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2022 and December 31, 2021, there were no shares of preference shares issued or outstanding Class A ordinary shares - The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of March 31, 2022 and December 31, 2021, there were 20,125,000 outstanding Class B ordinary shares - The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. On September 29, 2021, the Sponsor surrendered 718,750 Founder Shares to us for cancelation for no consideration, resulting an aggregate of 5,031,250 Founder Shares outstanding. As of March 31, 2022 and December 31, 2021, 5,031,250 Class B ordinary shares were issued and 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 | 3 Months Ended |
Mar. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | Note 8 – Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 by level within the fair value hierarchy: Level 1 Level 2 Level 3 Total Assets: Investments and cash held in Trust Account $ 206,375,655 $ — $ — $ 206,375,655 Liabilities: Public Warrants $ 4,527,119 $ — $ — $ 4,527,119 Private Placements Warrants — — 4,603,403 4,603,403 Total Liabilities $ 4,527,119 $ — $ 4,603,403 $ 9,130,522 The following table presents the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of December 31, 2021: Level 1 Level 2 Level 3 Total Assets: Investments and cash held in Trust Account $ 206,299,296 $ — $ — $ 206,299,296 Liabilities: Public Warrants $ 5,693,362 $ — $ — $ 5,693,362 Private Placements Warrants — — 5,813,531 5,813,531 Total Liabilities $ 5,693,362 $ — $ 5,813,531 $ 11,506,893 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. For the three months ended March 31, 2022, there were no transfers out of level 3. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. The Company recognized a charge to the statements of operations resulting from a decrease in the fair value of warrant liabilities of $2,376,371 presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations, see table below. Public Private Warrant Warrant Total Fair value at January 1, 2022 $ 5,693,362 $ 5,813,531 $ 11,506,893 Loss in fair value 1,166,243 1,210,128 2,376,371 Fair value as of March 31, 2022 $ 4,527,119 $ 4,603,403 $ 9,130,522 The following table provides quantitative information regarding Level 3 fair value measurements inputs: March 31, 2022 December 31, 2021 Volatility 6.2 % 10.3 % Underlying stock price $ 9.94 9.87 Expected time until merger (years) 5.77 5.92 Risk-free rate 2.41 % 1.35 % Dividend yield 0.0 % 0.0 % |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events | |
Subsequent Events | Note 9 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the unaudited condensed financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
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. |
Basis of Presentation | Basis of Presentation The accompanying condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 31, 2022. |
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. |
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. As of March 31, 2022, the Company had cash of $731,560. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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 and cash. |
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 on the assumption that the consummation of the Initial Business Combination is the most likely outcome. Net income per share, basic and diluted for Class A ordinary shares is calculated by dividing the pro rata allocation of net loss to shares of Class A ordinary shares for the three months ended March 31, 2022 and for the period from February 12, 2021 (inception) through March 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 for the three months ended March 31, 2022 and for the period from February 12, 2021 (inception) through March 31, 2021, by the weighted average number of Class B ordinary shares outstanding for the period. For the period From February 12, 2021 For The Three (inception) Months Ended Through March 31, March 31, 2022 2021 Redeemable Class A Ordinary Shares Numerator: Net Income (loss) allocable to Redeemable Class A Ordinary Shares $ 1,464,474 $ — Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares Basic and diluted weighted average shares outstanding, Redeemable Class A 20,125,000 — Basic and diluted net income per share, Class A subject to possible redemption $ 0.07 $ — Non-Redeemable Class B Ordinary Shares Numerator: Net Income (loss) allocable to Redeemable Class B Ordinary Shares Net income (loss) allocable to non-redeemable Class B Ordinary Shares $ 366,119 $ (6,827) Denominator: Weighted Average Share Outstanding, Redeemable Class B Ordinary Shares 5,031,250 4,375,000 Basic and diluted net income (loss) per share, Class B non-Redeemable ordinary shares $ 0.07 $ (0.00) |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. 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 shares 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 shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. The reconciliation of Class A ordinary shares subject to possible redemption as of March 31, 2022 and 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: Accretion of carrying value to redemption value 23,626,841 Class A ordinary shares subject to possible redemption $ 206,281,250 |
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 March 31, 2022 and 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 through at fair value using a Monte Carlo simulation model for the Public Warrants and Private Placement Warrants. Some of the assumptions and inputs used in such model are unobservable and as such, the fair values are deemed a Level 3 measurement. |
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. |
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 Public and Private Warrants issued in connection with the Initial Public Offering were initially and subsequently measured at fair value using a Monte Carlo simulation model. |
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 for the three months ended March 31, 2022 and for the period from February 12, 2021 (inception) through March 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 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Reconciliation of Class A ordinary shares subject to possible redemption | For the period From February 12, 2021 For The Three (inception) Months Ended Through March 31, March 31, 2022 2021 Redeemable Class A Ordinary Shares Numerator: Net Income (loss) allocable to Redeemable Class A Ordinary Shares $ 1,464,474 $ — Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares Basic and diluted weighted average shares outstanding, Redeemable Class A 20,125,000 — Basic and diluted net income per share, Class A subject to possible redemption $ 0.07 $ — Non-Redeemable Class B Ordinary Shares Numerator: Net Income (loss) allocable to Redeemable Class B Ordinary Shares Net income (loss) allocable to non-redeemable Class B Ordinary Shares $ 366,119 $ (6,827) Denominator: Weighted Average Share Outstanding, Redeemable Class B Ordinary Shares 5,031,250 4,375,000 Basic and diluted net income (loss) per share, Class B non-Redeemable ordinary shares $ 0.07 $ (0.00) |
Reconciliation of Net Loss per Common Share | 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: Accretion of carrying value to redemption value 23,626,841 Class A ordinary shares subject to possible redemption $ 206,281,250 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Company's liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 by level within the fair value hierarchy: Level 1 Level 2 Level 3 Total Assets: Investments and cash held in Trust Account $ 206,375,655 $ — $ — $ 206,375,655 Liabilities: Public Warrants $ 4,527,119 $ — $ — $ 4,527,119 Private Placements Warrants — — 4,603,403 4,603,403 Total Liabilities $ 4,527,119 $ — $ 4,603,403 $ 9,130,522 |
Schedule of change in the fair value of the warrant liabilities | The following table presents the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of December 31, 2021: Level 1 Level 2 Level 3 Total Assets: Investments and cash held in Trust Account $ 206,299,296 $ — $ — $ 206,299,296 Liabilities: Public Warrants $ 5,693,362 $ — $ — $ 5,693,362 Private Placements Warrants — — 5,813,531 5,813,531 Total Liabilities $ 5,693,362 $ — $ 5,813,531 $ 11,506,893 Public Private Warrant Warrant Total Fair value at January 1, 2022 $ 5,693,362 $ 5,813,531 $ 11,506,893 Loss in fair value 1,166,243 1,210,128 2,376,371 Fair value as of March 31, 2022 $ 4,527,119 $ 4,603,403 $ 9,130,522 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | March 31, 2022 December 31, 2021 Volatility 6.2 % 10.3 % Underlying stock price $ 9.94 9.87 Expected time until merger (years) 5.77 5.92 Risk-free rate 2.41 % 1.35 % Dividend yield 0.0 % 0.0 % |
Description of Organization a_2
Description of Organization and Business Operations, Going Concern Considerations (Details) - USD ($) | Oct. 29, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units, net of underwriting discounts (in shares) | 2,625,000 | ||
Number of shares in a unit | 1 | ||
Proceeds from issuance initial public offering | $ 201,250,000 | $ (11,249,966) | $ (11,249,966) |
Other offering costs | 181,216 | ||
Underwriting fees | 2,625,000 | ||
Deferred underwriting fees payable | $ 8,443,750 | $ 8,443,750 | 8,443,750 |
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (in Months) | 18 months | ||
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account | 80.00% | ||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 2 days | ||
Cash balance | $ 731,560 | $ 966,695 | |
Cash equivalents | $ 0 | ||
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units, net of underwriting discounts (in shares) | 20,125,000 | ||
Purchase price, per unit | $ 10 | ||
Common shares, par value (in dollars per share) | $ 0.0001 | ||
Deferred underwriting fees payable | $ 3,018,750 | ||
Warrants issued (in shares) | 20,218,750 | ||
Maximum net interest to pay dissolution expenses | $ 100,000 | ||
IPO | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Exercise price of warrants | $ 11.50 | ||
IPO | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrants issued (in shares) | 10,062,500 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrants issued (in shares) | 10,156,250 | ||
Price of warrant | $ 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) | 2,625,000 | ||
Purchase price, per unit | $ 10.25 | ||
Proceeds from issuance initial public offering | $ 206,281,250 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Oct. 29, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Cash equivalents | $ 0 | ||
Cash | 731,560 | $ 966,695 | |
Other offering costs | $ 181,216 | ||
Cash, FDIC Insured Amount | $ 250,000 | ||
IPO | |||
Warrants issued (in shares) | 20,218,750 | ||
Private Placement | Sponsor | |||
Warrants issued (in shares) | 10,156,250 | ||
Public warrants | Sponsor | |||
Warrants issued (in shares) | 10,062,500 | ||
Public warrants | IPO | |||
Warrants issued (in shares) | 10,062,500 | ||
Private placement warrants | Sponsor | |||
Warrants issued (in shares) | 10,156,250 | ||
Private placement warrants | Private Placement | |||
Warrants issued (in shares) | 10,156,250 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($) | Sep. 29, 2021 | Mar. 31, 2021 | Mar. 31, 2022 |
Weighted average shares outstanding, diluted | 20,125,000 | ||
Class A Common Stock Subject to Redemption | |||
Net income allocable | $ 1,464,474 | ||
Weighted average shares outstanding, basic | 20,125,000 | ||
Weighted average shares outstanding, diluted | 0 | 20,125,000 | |
Basic net loss per common share | $ 0 | $ 0.07 | |
Diluted net loss per common share | $ 0 | $ 0.07 | |
Class B Common Stock | |||
Weighted average shares outstanding, basic | 5,031,250 | 4,375,000 | 5,031,250 |
Weighted average shares outstanding, diluted | 4,375,000 | 5,031,250 | |
Basic net loss per common share | $ 0 | $ 0.07 | |
Diluted net loss per common share | $ 0 | $ 0.07 | |
Non-Redeemable Class B Ordinary Shares | |||
Net income allocable | $ (6,827) | $ 366,119 | |
Weighted average shares outstanding, basic | 4,375,000 | 5,031,250 | |
Weighted average shares outstanding, diluted | 4,375,000 | 5,031,250 | |
Basic net loss per common share | $ 0 | $ 0.07 | |
Diluted net loss per common share | $ 0 | $ 0.07 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Reconciliation of Class A ordinary shares subject to possible redemption (Details) - USD ($) | Oct. 29, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Summary of Significant Accounting Policies | |||
Gross proceeds | $ 201,250,000 | $ 201,250,000 | |
Proceeds from issuance initial public offering | $ 201,250,000 | (11,249,966) | (11,249,966) |
Fair value of Public Warrants at issuance | (7,345,625) | (7,345,625) | |
Accretion of carrying value to redemption value | 23,626,841 | 23,626,841 | |
Class A ordinary shares subject to possible redemption | $ 206,281,250 | $ 206,281,250 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Oct. 29, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units, net of underwriting discounts (in shares) | 2,625,000 | ||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 1 | ||
Class A Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ 10.25 | $ 10.25 | |
Exercise price of warrants | $ 11.50 | ||
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units, net of underwriting discounts (in shares) | 20,125,000 | ||
Purchase price, per unit | $ 10 | ||
IPO | Class A Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Exercise price of warrants | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Oct. 29, 2021 | Sep. 29, 2021 | Feb. 24, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ 25,000 | |||||
Class A Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Purchase price, per unit | $ 10.25 | $ 10.25 | ||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | ||||
Temporary equity, shares outstanding | 20,125,000 | 20,125,000 | ||||
Exercise price of warrants | $ 11.50 | |||||
Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | ||||
Common shares outstanding | 5,031,250 | 4,375,000 | 5,031,250 | |||
IPO | ||||||
Related Party Transaction [Line Items] | ||||||
Purchase price, per unit | $ 10 | |||||
Common shares, par value, (per share) | $ 0.0001 | |||||
Warrants issued (in shares) | 20,218,750 | |||||
IPO | Class A Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Exercise price of warrants | $ 11.50 | |||||
Private Placement Warrants | IPO | ||||||
Related Party Transaction [Line Items] | ||||||
Exercise price of warrants | $ 11.50 | |||||
Sponsor | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares surrendered | 718,750 | |||||
consideration of shares surrendered | $ 0 | |||||
Sponsor | Private Placement Warrants | ||||||
Related Party Transaction [Line Items] | ||||||
Warrants issued (in shares) | 10,156,250 | |||||
Price of warrant | $ 1 | |||||
Proceeds from sale of Private Placement Warrants | $ 10,156,250 | |||||
Founder Shares | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Purchase price, per unit | $ 0.004 | |||||
Number of shares surrendered | 718,750 | |||||
consideration of shares surrendered | $ 0 | |||||
Shares subject to forfeiture | 750,000 | |||||
Proceeds from issuance of ordinary shares to Sponsor | $ 25,000 | |||||
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 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Feb. 24, 2021 | |
Related Party Transaction [Line Items] | ||
Outstanding balance of related party note | $ 0 | |
Working capital loans warrant | ||
Related Party Transaction [Line Items] | ||
Borrowings under the Working Capital Loans | 0 | |
Promissory Note with Related Party | ||
Related Party Transaction [Line Items] | ||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |
Related Party Loans | Working capital loans warrant | ||
Related Party Transaction [Line Items] | ||
Loan conversion agreement warrant | $ 1,500,000 | |
Price of warrant | $ 1 | |
Administrative Support Agreement | ||
Related Party Transaction [Line Items] | ||
Expenses per month | $ 15,000 | |
Expenses incurred and paid | $ 10,000 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) | Nov. 08, 2022 | Mar. 28, 2022 | Nov. 05, 2021 | Oct. 29, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Period granted for registration of securities | 45 days | |||||
Reimbursed amount to management | $ 48,634 | |||||
Sale of Units, net of underwriting discounts (in shares) | 2,625,000 | |||||
Deferred underwriting fees payable | $ 8,443,750 | $ 8,443,750 | $ 8,443,750 | |||
Percentage of Deferred Fee | 1.50% | |||||
Percentage of additional fee paid | 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 | |||||
Expenses incurred and paid | $ 0 | |||||
UBS Securities LLC | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Payment of cash success fee | $ 3,000,000 | |||||
Expenses incurred and paid | $ 0 | |||||
Atrium | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Percent of enterprise value to be paid as cash fee | 1.00% | |||||
Over-allotment option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Units, net of underwriting discounts (in shares) | 2,625,000 | |||||
IPO | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Units, net of underwriting discounts (in shares) | 20,125,000 | |||||
Deferred underwriting fees payable | $ 3,018,750 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Oct. 29, 2021 | |
Public Warrants exercisable term after the completion of a business combination | 5 years | |
Threshold trading days determining volume weighted average price | 20 days | |
Warrants exercisable term from the completion of business combination | 30 days | |
Threshold period for filling registration statement after business combination | 60 days | |
Threshold period for filling registration statement within number of days of business combination | 20 days | |
Warrants exercisable for cash | 0 | |
Percentage of gross proceeds on total equity proceeds | 60.00% | |
Adjustment of exercise price of warrants based on market value (as a percent) | 115.00% | |
Maximum | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Adjustment of exercise price of warrants based on market value (as a percent) | 180.00% | |
Minimum | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |
Adjustment of exercise price of warrants based on market value (as a percent) | 100.00% | |
Class A Common Stock | ||
Exercise price of warrants | $ 11.50 | |
Threshold issue price per share | $ 9.20 | |
Redemption Period | 30 days | |
Class A Common Stock | Maximum | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Percentage of adjustment of redemption price of stock based on market value. | 65.00% | |
Class A Common Stock | Minimum | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |
Percentage of adjustment of redemption price of stock based on market value. | 50.00% | |
Class A Common Stock | Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 [Member] | ||
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 | |
Threshold Trading Days Before Sending Notice Of Redemption Of Warrants | 30 days | |
Threshold period for registration statement to be effective after which warrants can be exercised on a cashless basis | 30 days | |
Class A Common Stock | Redemption Of Warrant Price Per Share Equals Or Exceeds10.00 [Member] | ||
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 | |
Threshold Trading Days Before Sending Notice Of Redemption Of Warrants | 30 days | |
IPO | ||
Warrants issued (in shares) | 20,218,750 | |
IPO | Public Warrants | ||
Warrants issued (in shares) | 10,062,500 | |
IPO | Private Placement Warrants | ||
Exercise price of warrants | $ 11.50 | |
IPO | Class A Common Stock | ||
Exercise price of warrants | $ 11.50 | |
Public Warrants | Public Warrants | ||
Fractional Warrants Issued (in shares) | 0 | |
Private Placement | Private Placement Warrants | ||
Warrants issued (in shares) | 10,156,250 |
Shareholders' Deficit - Prefere
Shareholders' Deficit - Preference Shares (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Shareholders' Deficit | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Shareholders' Deficit - Common
Shareholders' Deficit - Common Stock Shares (Details) - USD ($) | Sep. 29, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Feb. 24, 2021 |
Class of Stock [Line Items] | ||||
Aggregated shares issued upon converted basis (in percent) | 20.00% | |||
Founder Shares | Sponsor | ||||
Class of Stock [Line Items] | ||||
Common shares, shares outstanding (in shares) | 5,031,250 | |||
Number of shares surrendered | 718,750 | |||
consideration of shares surrendered | $ 0 | |||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common shares, shares issued (in shares) | 0 | 0 | ||
Common shares, shares outstanding (in shares) | 0 | 0 | ||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common shares, shares issued (in shares) | 5,031,250 | 5,031,250 | ||
Common shares, shares outstanding (in shares) | 5,031,250 | 5,031,250 | ||
Class B Common Stock | Sponsor | ||||
Class of Stock [Line Items] | ||||
Number of shares surrendered | 718,750 | |||
consideration of shares surrendered | $ 0 | |||
Class B Common Stock | Founder Shares | Sponsor | ||||
Class of Stock [Line Items] | ||||
Common shares, par value (in dollars per share) | $ 0.0001 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Company's liabilities that are measured at fair value on a recurring basis (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Total assets | $ 206,375,655 | $ 206,299,296 |
Liabilities: | ||
Total liabilities | 9,130,522 | 11,506,893 |
Recurring | ||
Assets: | ||
Marketable securities held in trust account Warrants | 206,375,655 | 206,299,296 |
Liabilities: | ||
Total liabilities | 9,130,522 | 11,506,893 |
Recurring | Public warrants | ||
Liabilities: | ||
Total liabilities | 4,527,119 | 5,693,362 |
Recurring | Private placement warrants | ||
Liabilities: | ||
Total liabilities | 4,603,403 | 5,813,531 |
Level 1 | Recurring | ||
Assets: | ||
Marketable securities held in trust account Warrants | 206,375,655 | 206,299,296 |
Liabilities: | ||
Total liabilities | 4,527,119 | 5,693,362 |
Level 1 | Recurring | Public warrants | ||
Liabilities: | ||
Total liabilities | 4,527,119 | 5,693,362 |
Level 3 | Recurring | ||
Liabilities: | ||
Total liabilities | 4,603,403 | 5,813,531 |
Level 3 | Recurring | Private placement warrants | ||
Liabilities: | ||
Total liabilities | $ 4,603,403 | $ 5,813,531 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of change in the fair value of the warrant liabilities (Details) - Recurring | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative warrant liabilities at beginning of period | $ 11,506,893 |
Change in fair value of derivative warrant liabilities | 2,376,371 |
Derivative warrant liabilities at end of period | 9,130,522 |
Public warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative warrant liabilities at beginning of period | 5,693,362 |
Change in fair value of derivative warrant liabilities | 1,166,243 |
Derivative warrant liabilities at end of period | 4,527,119 |
Private placement warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative warrant liabilities at beginning of period | 5,813,531 |
Change in fair value of derivative warrant liabilities | 1,210,128 |
Derivative warrant liabilities at end of period | $ 4,603,403 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of key inputs into the Monte Carlo simulation model for the Public Warrants and Private Placement Warrants (Details) - Level 3 | Mar. 31, 2022$ / sharesUSD ($) | Dec. 31, 2021$ / sharesUSD ($) |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 6.2 | 10.3 |
Underlying stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | $ / shares | 9.94 | 9.87 |
Expected time until merger (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | $ | 5.77 | 5.92 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 2.41 | 1.35 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0 | 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 2 Months Ended | 3 Months Ended |
Mar. 31, 2021 | Mar. 31, 2022 | |
FAIR VALUE MEASUREMENTS | ||
Fair value of warrants | $ 0 | $ 2,376,371 |