Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 15, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | 10X CAPITAL VENTURE ACQUISITION CORP. III | |
Entity Central Index Key | 0001848948 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Address, State or Province | NY | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | VCXB | |
Security Exchange Name | NYSE | |
Entity File Number | 001-41216 | |
Entity Tax Identification Number | 98-1611637 | |
Entity Address, Address Line One | 1 World Trade Center | |
Entity Address, Address Line Two | 85th Floor | |
Entity Address, City or Town | New York | |
Entity Address, Postal Zip Code | 10007 | |
City Area Code | 212 | |
Local Phone Number | 257-0069 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | |
Trading Symbol | VCXB.U | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Trading Symbol | VCXB WS | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 31,153,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,000,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash | $ 491,254 | $ 0 | |
Prepaid expenses | 120,812 | 26,800 | |
Total current assets | 612,066 | 26,800 | |
Cash and Investments held in Trust Account | 304,906,850 | 0 | |
Offering costs associated with initial public offering | 0 | 540,102 | |
Total Assets | 305,518,916 | 566,902 | |
Current liabilities: | |||
Accounts payable | 227,984 | 215,247 | |
Accrued expenses | 201,149 | 236,491 | |
Note payable - related party | 0 | 134,771 | |
Total current liabilities | 429,133 | 586,509 | |
Deferred underwriting commissions | 14,280,000 | 0 | |
Total Liabilities | 14,709,133 | 586,509 | |
Commitments and Contingencies | |||
Class A ordinary shares subject to possible redemption; 30,000,000 and -0- shares outstanding at redemption value of approximately $10.16 per share as of June 30, 2022 and December 31, 2021, respectively | 304,806,850 | ||
Shareholders' Deficit: | |||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 | 0 | |
Additional paid-in capital | 0 | 23,999 | |
Accumulated deficit | (13,998,182) | (44,607) | |
Total Shareholders' Deficit | (13,997,067) | (19,607) | |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 305,518,916 | 566,902 | |
Common Class A [Member] | |||
Current liabilities: | |||
Class A ordinary shares subject to possible redemption; 30,000,000 and -0- shares outstanding at redemption value of approximately $10.16 per share as of June 30, 2022 and December 31, 2021, respectively | 304,806,850 | 304,500,000 | |
Shareholders' Deficit: | |||
Common stock value | 115 | 0 | |
Common Class B [Member] | |||
Shareholders' Deficit: | |||
Common stock value | $ 1,000 | $ 1,001 | [1] |
[1]This number includes up to 1,305,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter. On January 14, 2022, the underwriter partially exercised the over-allotment option to purchase additional 3,900,000 Units; thus, 5,000 Class B ordinary shares were subsequently forfeited when the over-allotment option expired on February 25, 2022. Shares and associated amounts have been retroactively restated to reflect the share capitalization of 421,667 Class B ordinary shares outstanding (see Note 5). |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock par or stated 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 |
Common Class A [Member] | ||
Temporary equity shares outstanding | 30,000,000 | 0 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 1,153,000 | 0 |
Common stock shares outstanding | 1,153,000 | 0 |
Temporary Equity Shares issued | 30,000,000 | 0 |
Temporary equity redemption price per share | $ 10.16 | $ 10.16 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 10,000,000 | 10,005,000 |
Common stock shares outstanding | 10,000,000 | 10,005,000 |
Common Stock, Shares, Subject to Forfeiture | 1,305,000 |
CONDENSED BALANCE SHEETS (Par_2
CONDENSED BALANCE SHEETS (Parenthetical 1) - shares | Feb. 25, 2022 | Jan. 14, 2022 | Jan. 11, 2022 |
Over-Allotment Option [Member] | |||
Stock issued during the period shares | 3,900,000 | ||
Common Class B [Member] | |||
Stock forfeited during period shares | 5,000 | ||
Stockholders equity , changes in capital Structure, subsequent changes to number of common shares capitalization | 421,667 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |||
General and administrative expenses | $ 248,050 | $ 386 | $ 10,934 | $ 641,811 | ||
Administrative expenses - related party | 112,500 | 0 | 0 | 225,000 | ||
Loss from operations | (360,550) | (386) | (10,934) | (866,811) | ||
Other income: | ||||||
Income from investments held in Trust Account | 247,957 | 0 | 0 | 406,850 | ||
Total other income | 247,957 | 0 | 0 | 406,850 | ||
Net loss | (112,593) | $ (386) | $ (10,934) | (459,961) | ||
Common Class A [Member] | ||||||
Other income: | ||||||
Net loss | $ (85,233) | $ (340,397) | ||||
Weighted Average shares - basic | 31,153,000 | 0 | 0 | 28,915,492 | ||
Weighted Average shares - diluted | 31,153,000 | 0 | 0 | 28,915,492 | ||
Basic net loss per share | $ 0 | $ 0 | $ 0 | $ (0.01) | ||
Diluted net loss per share | $ 0 | $ 0 | $ 0 | $ (0.01) | ||
Common Class B [Member] | ||||||
Other income: | ||||||
Net loss | $ (27,360) | $ (386) | $ (10,934) | $ (119,564) | ||
Weighted Average shares - basic | 10,000,000 | 8,700,000 | [1] | 8,206,383 | [1] | 9,906,630 |
Weighted Average shares - diluted | 10,000,000 | 8,700,000 | [1] | 8,206,383 | [1] | 9,906,630 |
Basic net loss per share | $ 0 | $ 0 | $ 0 | $ (0.01) | ||
Diluted net loss per share | $ 0 | $ 0 | $ 0 | $ (0.01) | ||
[1]This number excludes up to 1,305,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter. On January 14, 2022, the underwriter partially exercised the over-allotment option to purchase additional 3,900,000 Units; thus, 5,000 Class B ordinary shares were subsequently forfeited when the over-allotment option expired on February 25, 2022. Shares and associated amounts have been retroactively restated to reflect the surrender of 2,089,167 Class B ordinary shares for no consideration, and the share capitalization of 421,667 Class B ordinary shares outstanding (see Note 5). |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) | 5 Months Ended |
Jun. 30, 2021 shares | |
Common Class B [Member] | |
Common shares subject to forfeiture | 1,305,000 |
CONDENSED STATEMENTS OF OPERA_3
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical 1) - USD ($) | 1 Months Ended | |||
Feb. 25, 2022 | Jan. 14, 2022 | Jan. 11, 2022 | Feb. 28, 2021 | |
Over-Allotment Option [Member] | ||||
Stock shares issued during the period new issues shares | 3,900,000 | |||
Common Class B [Member] | ||||
Stock forfeited during period shares | 5,000 | |||
Stockholders equity , changes in capital Structure, subsequent changes to number of common shares capitalization | 421,667 | |||
Stock Redeemed or Called During Period, Shares | 2,089,167 | |||
Stock Redeemed or Called During Period, Value | $ 0 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Private Placement [Member] | IPO [Member] | Common Class A [Member] | Common Class B [Member] | Ordinary shares [Member] Common Class A [Member] | Ordinary shares [Member] Common Class A [Member] Private Placement [Member] | Ordinary shares [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Private Placement [Member] | Additional Paid-in Capital [Member] IPO [Member] | Accumulated Deficit | |
Beginning balance at Feb. 09, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||
Beginning balance, shares at Feb. 09, 2021 | 0 | 0 | |||||||||||
Issuance of Class B ordinary shares to Sponsor, shares | [1] | 10,005,500 | |||||||||||
Issuance of Class B ordinary shares to Sponsor | [1] | 25,000 | $ 1,001 | 23,999 | |||||||||
Net loss | (10,547) | (10,547) | |||||||||||
Balance at the end at Mar. 31, 2021 | 14,453 | $ 1,001 | 23,999 | (10,547) | |||||||||
Balance at the end, shares at Mar. 31, 2021 | 10,005,500 | ||||||||||||
Beginning balance at Feb. 09, 2021 | 0 | $ 0 | $ 0 | 0 | 0 | ||||||||
Beginning balance, shares at Feb. 09, 2021 | 0 | 0 | |||||||||||
Net loss | (10,934) | $ (10,934) | |||||||||||
Balance at the end at Jun. 30, 2021 | 14,067 | $ 1,001 | 23,999 | (10,933) | |||||||||
Balance at the end, shares at Jun. 30, 2021 | 10,005,500 | ||||||||||||
Beginning balance at Mar. 31, 2021 | 14,453 | $ 1,001 | 23,999 | (10,547) | |||||||||
Beginning balance, shares at Mar. 31, 2021 | 10,005,500 | ||||||||||||
Net loss | (386) | (386) | (386) | ||||||||||
Balance at the end at Jun. 30, 2021 | 14,067 | $ 1,001 | 23,999 | (10,933) | |||||||||
Balance at the end, shares at Jun. 30, 2021 | 10,005,500 | ||||||||||||
Beginning balance at Dec. 31, 2021 | (19,607) | $ 1,001 | 23,999 | (44,607) | |||||||||
Beginning balance, shares at Dec. 31, 2021 | 10,005,000 | ||||||||||||
Sale of private placement units | $ 11,530,000 | $ 115 | $ 11,529,885 | ||||||||||
Sale of private placement units, shares | 1,153,000 | ||||||||||||
Fair value of warrants included in the Units sold | $ 12,300,000 | $ 12,300,000 | |||||||||||
Offering costs associated with issuance of warrants as part of the Units in the Initial Public Offering | (829,867) | (829,867) | |||||||||||
Forfeiture of Class B ordinary shares | $ (1) | 1 | |||||||||||
Forfeiture of Class B ordinary shares, shares | (5,000) | ||||||||||||
Accretion for Class A ordinary shares to redemption amount | (36,210,782) | (23,024,018) | (13,186,764) | ||||||||||
Net loss | (347,368) | (347,368) | |||||||||||
Balance at the end at Mar. 31, 2022 | (13,577,624) | $ 115 | $ 1,000 | (13,578,739) | |||||||||
Balance at the end, shares at Mar. 31, 2022 | 1,153,000 | 10,000,000 | |||||||||||
Beginning balance at Dec. 31, 2021 | (19,607) | $ 1,001 | $ 23,999 | (44,607) | |||||||||
Beginning balance, shares at Dec. 31, 2021 | 10,005,000 | ||||||||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | $ 306,850 | ||||||||||||
Net loss | (459,961) | (340,397) | (119,564) | ||||||||||
Balance at the end at Jun. 30, 2022 | (13,997,067) | $ 115 | $ 1,000 | (13,998,182) | |||||||||
Balance at the end, shares at Jun. 30, 2022 | 1,153,000 | 10,000,000 | |||||||||||
Beginning balance at Mar. 31, 2022 | (13,577,624) | $ 115 | $ 1,000 | (13,578,739) | |||||||||
Beginning balance, shares at Mar. 31, 2022 | 1,153,000 | 10,000,000 | |||||||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (306,850) | (306,850) | |||||||||||
Net loss | (112,593) | $ (85,233) | $ (27,360) | (112,593) | |||||||||
Balance at the end at Jun. 30, 2022 | $ (13,997,067) | $ 115 | $ 1,000 | $ (13,998,182) | |||||||||
Balance at the end, shares at Jun. 30, 2022 | 1,153,000 | 10,000,000 | |||||||||||
[1]This number excludes up to 1,305,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter. On January 14, 2022, the underwriter partially exercised the over-allotment option to purchase additional 3,900,000 Units; thus, 5,000 Class B ordinary shares were subsequently forfeited when the over-allotment option expired on February 25, 2022. Shares and associated amounts have been retroactively restated to reflect the surrender of 2,089,167 Class B ordinary shares for no consideration, and the share capitalization of 421,667 Class B ordinary shares outstanding (see Note 5). |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) | 1 Months Ended | ||||
Feb. 25, 2022 | Jan. 14, 2022 | Jan. 11, 2022 | Feb. 28, 2021 | Dec. 31, 2021 | |
Over-Allotment Option [Member] | |||||
Stock issued during the period shares | 3,900,000 | ||||
Common Class B [Member] | |||||
Common Stock, Shares, Subject to Forfeiture | 1,305,000 | ||||
Stock Forfeited During Period Shares | 5,000 | ||||
Stockholders' Equity Note, Changes in Capital Structure, Subsequent Changes to Number of Common Shares | 421,667 | ||||
Stock Redeemed or Called During Period, Shares | 2,089,167 | ||||
Stock Redeemed or Called During Period, Value | $ 0 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 5 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (10,934) | $ (459,961) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares | 10,547 | 0 |
Income from investments held in Trust Account | (406,850) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (94,012) | |
Accounts payable | 387 | 99,762 |
Accrued expenses | 173,512 | |
Net cash used in operating activities | (687,549) | |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (304,500,000) | |
Net cash used in investing activities | (304,500,000) | |
Cash Flows from Financing Activities: | ||
Repayment of note payable to related party | (136,617) | |
Proceeds received from initial public offering | 300,000,000 | |
Proceeds received from private placement | 11,530,000 | |
Offering costs paid | (5,714,580) | |
Net cash provided by financing activities | 305,678,803 | |
Net change in cash | 491,254 | |
Cash - beginning of the period | 0 | |
Cash - end of the period | 491,254 | |
Supplemental disclosure of noncash financing activities: | ||
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 14,453 | 0 |
Offering costs included in accounts payable | 62,128 | 95,000 |
Offering costs included in accrued expenses | 25,000 | 0 |
Offering costs paid by related party under promissory note | 52,245 | 1,847 |
Deferred underwriting commissions | $ 0 | $ 14,280,000 |
Description of Organization, Bu
Description of Organization, Business Operations and Going Concern | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Going Concern | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN 10X Capital Venture Acquisition Corp. III (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 10, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to the initial Business Combination with the Company. As of June 30, 2022 the Company had not commenced any operations. All activities through June 30, 2022 relate to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, the search for a potential Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s Sponsor is 10X Capital SPAC Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 11, 2022. On January 14, 2022, the Company consummated its Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including the issuance of 3,900,000 Units as a result of the underwriter’s partial exercise of its over-allotment option, at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $20.2 million, of which approximately $14.3 million was for deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 1,153,000 units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement Unit to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”), generating proceeds of approximately $11.5 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $304.5 million ($10.15 per Unit) of net proceeds, including the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement, was placed in a trust account (“Trust Account”) and invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 pre-initial The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the Company’s outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders are entitled to redeem their Public Shares at a per-share All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the liquidation, if there is a shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”). In accordance with U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”), paragraph 10-S99, 470-20. 480-10-S99. one-time paid-in 3a51-1 If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The holders of the Founder Shares (as defined in Note 5) prior to this Initial Public Offering (the “Initial Shareholders”) agreed to (i) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or any extended period of time that the Company may have to consummate the initial Business Combination as a result of an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). The Company’s Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per public share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the Trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. Liquidity and Going Concern As of June 30, 2022, the Company had approximately $491,000 in cash and working capital of approximately $183,000. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover for certain expenses on behalf of the Company in exchange for issuance of Founder Shares (as defined in Note 5), and loan proceeds from the Sponsor of approximately $137,000 under the Note (as defined in Note 5). The Company fully repaid the Note on January 14, 2022. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may provide the Company with Working Capital Loans (as defined in Note 5) as may be required (of which up to $1.5 million may be converted at the lender’s option into private placement-equivalent units at a price of $10.00 per unit). Based upon the analysis above, management has determined that the Company does not have sufficient liquidity to meet its anticipated obligations for at least twelve months after the financial statements are available to be issued, as such, the events and circumstances raise substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will include a going concern disclosure in its financial statements. In connection with the Company’s assessment of going concern considerations in accordance with the ASC 205-40, the Company has until January 14, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act 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 Use of estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenue and expenses during the reporting periods. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2022 and December 31, 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of June 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature. 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 consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). 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 Public Warrants and the Private Placement Warrants are classified in accordance with ASC 480 and ASC 815, which provides that the warrants are not precluded from equity classification. Equity-classified contracts were initially measured at fair value (or allocated value). Subsequent changes in fair value will not be recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1. non-current Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, all outstanding Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A ordinary shares resulted in charges against additional paid-in Income taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of 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 shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary shares does not consider the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 15,576,500 Class A ordinary shares, because their exercise is contingent upon future events and The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the three months ended June 30, For the six months ended June 30, For the period from 2022 2021 2022 Class A Class B Class B Class A Class B Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (85,233 ) $ (27,360 ) $ (386 ) $ (340,397) $ (119,564) $ (10,934) Denominator: Basic and diluted weighted average ordinary shares outstanding 31,153,000 10,000,000 8,700,000 28,915,492 9,906,630 8,206,383 Basic and diluted net loss per ordinary share $ (0.00) $ (0.00) $ (0.00) $ (0.01) $ (0.01) $ (0.00) Recent Accounting Standards In June 2022, the FASB issued ASU 2022-03, issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. Management does not believe that any other |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING On January 14, 2022, the Company consummated its Initial Public Offering of 30,000,000 Units, including the issuance of 3,900,000 Units as a result of the underwriter’s partial exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $20.2 million, of which approximately $14.3 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share, and one-half |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 1,153,000 Private Placement Units, at a price of $10.00 per Private Placement Unit, to the Sponsor and Cantor, generating proceeds of approximately $11.5 million. Each Private Placement Unit is identical to the Unit sold in the Initial Public Offering, except as described below. If the Company does not complete the initial Business Combination within the Combination Period, the Private Placement Units will expire worthless. The Private Placement Units, private placement shares and private placement warrants included in the Private Placement Units are subject to the transfer restrictions described below. The Private Placement Units have terms and provisions that are identical to those of the Units sold in the Initial Public Offering. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In February 2021, the Company’s Sponsor paid $25,000, or approximately $0.002 per share, to cover certain of the offering and formation costs in exchange for an aggregate of 11,672,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). Shares and the associated amounts have been retroactively restated to reflect: (i) the surrender of 2,089,167 Class B ordinary shares for no consideration on December 1, 2021; and (ii) the share capitalization of 421,667 Class B ordinary shares on January 11, 2022; resulting in an aggregate of 10,005,000 Class B ordinary shares outstanding. The Initial Shareholders agreed to forfeit up to 1,305,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriter, so that the Founder Shares will represent 25% of the Company’s issued and outstanding shares after the Initial Public Offering (not including the Class A ordinary shares underlying the Private Placement Units). On January 14, 2022, the underwriter partially exercised the over-allotment option to purchase additional 3,900,000 Units; thus, 5,000 Class B ordinary shares were subsequently forfeited when the over-allotment option expired on February 25, 2022. The Company’s Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until consummation of the initial Business Combination. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Shareholders with respect to any Founder Shares (the “Lock-up”). Promissory Note - Related Party The Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note, dated on February 18, 2021 and was later amended on December 31, 2021, (the “Note”), to be used for a portion of the expenses of the Initial Public Offering. The Note was non-interest Related Party Loans In order to finance transaction costs in connection with an intended 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 (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. As of June 30, 2022 and December 31, 2021, no such Working Capital Loans were outstanding. Administrative Support Agreement On January 11, 2022, the Company entered into an agreement with the Sponsor (the “Administrative Support Agreement”), pursuant to which the Company agreed to pay the Sponsor a total of $37,500 per month for office space, secretarial, and administrative services through the earlier of the Company’s consummation of a Business Combination and its liquidation. Upon consummation of a Business Combination, any remaining monthly payments shall be accelerated and due. For the three months ended June 30, 2022 and 2021, the Company incurred and paid approximately $112,500 and $0 of administrative support expense, respectively. expense, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Units, private placement shares and private placement warrants and the Class A ordinary shares underlying such private placement warrants and Private Placement Units that may be issued upon conversion of the Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. Notwithstanding the foregoing, Cantor may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the effective date of the registration statement and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day The underwriter was entitled to a cash underwriting discount of approximately $5.2 million in the aggregate paid upon the closing of the Initial Public Offering. An additional fee of approximately $14.3 million in the aggregate will be payable to the underwriter for deferred underwriting commission. 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 an initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 6 Months Ended |
Jun. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | NOTE 7 - CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A ordinary shares contain certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Company’s Class A ordinary shares are entitled to one vote for each share. As of June 30, 2022 and December 31, 2021, there were 30,000,000 and -0- The Class A ordinary shares subject to possible redemption reflected on the accompanying condensed balance sheets is reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (12,300,000 ) Class A ordinary shares issuance costs (19,410,782 ) Plus: Accretion of carrying value to redemption value 36,210,782 Class A ordinary shares subject to possible redemption as of March 31, 2022 304,500,000 Increase in redemption value of Class A ordinary shares subject to possible redemption 306,850 Class A ordinary shares subject to possible redemption as of June 30, 2022 $ 304,806,850 |
Shareholders' Deficit
Shareholders' Deficit | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | NOTE 8. SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares non-redeemable Class B Ordinary Shares The Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one as-converted one-for-one |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Warrant Liability [Abstract] | |
Warrants | NOTE 9. WARRANTS As of June 30, 2022, the Company has 15,000,000 Public Warrants and 576,500 Private Placement Warrants outstanding. There were no warrants issued and outstanding as of December 31, 2021. 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 shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use best efforts to file with the SEC a post-effective amendment to the registration statement used in connection with the Initial Public Offering or a new registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described under “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemption of warrants for cash: • 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 to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day 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. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 10. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account-U.S. (1) $ 304,902,076 $ — $ — (1) Excludes $4,774 of cash balance held within the Trust Account There were no assets measured at fair value on a recurring basis as of December 31, 2021. Transfers Level 1 assets and liabilities include investments in U.S. government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were available to be issued. Based upon this review, the Company determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K |
Emerging Growth Company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act 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 |
Use of Estimates | Use of estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenue and expenses during the reporting periods. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2022 and December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of June 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature. |
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 consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). 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 Public Warrants and the Private Placement Warrants are classified in accordance with ASC 480 and ASC 815, which provides that the warrants are not precluded from equity classification. Equity-classified contracts were initially measured at fair value (or allocated value). Subsequent changes in fair value will not be recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1. non-current |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, all outstanding Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A ordinary shares resulted in charges against additional paid-in |
Income Taxes | Income taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
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.” The Company has two classes of 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 shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary shares does not consider the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 15,576,500 Class A ordinary shares, because their exercise is contingent upon future events and The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the three months ended June 30, For the six months ended June 30, For the period from 2022 2021 2022 Class A Class B Class B Class A Class B Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (85,233 ) $ (27,360 ) $ (386 ) $ (340,397) $ (119,564) $ (10,934) Denominator: Basic and diluted weighted average ordinary shares outstanding 31,153,000 10,000,000 8,700,000 28,915,492 9,906,630 8,206,383 Basic and diluted net loss per ordinary share $ (0.00) $ (0.00) $ (0.00) $ (0.01) $ (0.01) $ (0.00) |
Recent Accounting Standards | Recent Accounting Standards In June 2022, the FASB issued ASU 2022-03, issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. Management does not believe that any other |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Basic and Diluted Net Income (Loss) per Common Share | The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the three months ended June 30, For the six months ended June 30, For the period from 2022 2021 2022 Class A Class B Class B Class A Class B Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (85,233 ) $ (27,360 ) $ (386 ) $ (340,397) $ (119,564) $ (10,934) Denominator: Basic and diluted weighted average ordinary shares outstanding 31,153,000 10,000,000 8,700,000 28,915,492 9,906,630 8,206,383 Basic and diluted net loss per ordinary share $ (0.00) $ (0.00) $ (0.00) $ (0.01) $ (0.01) $ (0.00) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Summary Of Class A Ordinary Shares Subject To Possible Redemption | The Class A ordinary shares subject to possible redemption reflected on the accompanying condensed balance sheets is reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (12,300,000 ) Class A ordinary shares issuance costs (19,410,782 ) Plus: Accretion of carrying value to redemption value 36,210,782 Class A ordinary shares subject to possible redemption as of March 31, 2022 304,500,000 Increase in redemption value of Class A ordinary shares subject to possible redemption 306,850 Class A ordinary shares subject to possible redemption as of June 30, 2022 $ 304,806,850 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account-U.S. (1) $ 304,902,076 $ — $ — (1) Excludes $4,774 of cash balance held within the Trust Account |
Description of Organization, _2
Description of Organization, Business Operations and Going Concern - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jan. 14, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Entity Incorporation, Date of Incorporation | Feb. 10, 2021 | ||
Proceeds from Issuance Initial Public Offering | $ 300,000,000 | ||
Term Of Restricted Investments | 185 days | ||
Period Within Which Redemption Of Public Shares Happened In Case Business Combination Not Completed From The Closing Of IPO | 12 months | ||
Initially Anticipated Per Share Amount In The Trust Account | $ 10.15 | ||
Liquidation Basis of Accounting, Accrued Costs to Dispose of Assets and Liabilities | $ 100,000 | ||
Cash | 491,254 | $ 0 | |
Net working capital | $ 183,000 | ||
Conversion Into Warrants | $ 1,500,000 | ||
Offering Costs | 20,200,000 | ||
Deferred Underwriting Commission | $ 14,300,000 | ||
Class of warrants or rights exercise price | $ 11.5 | $ 11.5 | |
Sponsor [Member] | |||
Stock Issued During Period, Shares, New Issues | 25,000 | ||
Proceeds Of Loan | $ 137,000 | ||
Maximum [Member] | |||
Per Share Amount To Be Maintained In The Trust Account | $ 10.15 | ||
Minimum [Member] | |||
PercentageOfTheFairValueOfAssetsInTrustAccountOfTargetCompanyNetOfDeferredUnderwritingCommissionsAndTaxes | 80% | ||
Equity Method Investment, Ownership Percentage | 50% | ||
Per Share Amount To Be Maintained In The Trust Account | $ 10.15 | ||
Common Class A [Member] | |||
Proceeds from Issuance Initial Public Offering | $ 300,000,000 | ||
Percentage Of The Public Shareholding To Be Redeemed In Case The Business Combination Is Not Consummated | 100% | ||
IPO [Member] | |||
Stock Issued During Period, Shares, New Issues | 30,000,000 | ||
Shares Issued, Price Per Share | $ 10 | ||
Proceeds from Issuance Initial Public Offering | $ 300,000,000 | ||
Offering Costs | $ 20,200,000 | ||
Private Placement [Member] | |||
Shares Issued, Price Per Share | $ 10 | $ 10.15 | |
Stock Issued During Period, Shares, Issued for Services | 1,153,000 | ||
Proceeds from Issuance Initial Public Offering | $ 11,500,000 | $ 304,500,000 | |
Class of warrants or rights exercise price | $ 10 | ||
Intial Public Offering Including Overallotment Option [Member] | |||
Stock Issued During Period, Shares, New Issues | 3,900,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) per Common Share (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||||
Mar. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |||
Numerator: | ||||||||
Allocation of net loss | $ (10,547) | $ (112,593) | $ (347,368) | $ (386) | $ (10,934) | $ (459,961) | ||
Common Class A [Member] | ||||||||
Numerator: | ||||||||
Allocation of net loss | $ (85,233) | $ (340,397) | ||||||
Denominator: | ||||||||
Basic weighted average ordinary shares outstanding | 31,153,000 | 0 | 0 | 28,915,492 | ||||
Diluted weighted average ordinary shares outstanding | 31,153,000 | 0 | 0 | 28,915,492 | ||||
Basic net loss per share | $ 0 | $ 0 | $ 0 | $ (0.01) | ||||
Diluted net loss per share | $ 0 | $ 0 | $ 0 | $ (0.01) | ||||
Common Class B [Member] | ||||||||
Numerator: | ||||||||
Allocation of net loss | $ (27,360) | $ (386) | $ (10,934) | $ (119,564) | ||||
Denominator: | ||||||||
Basic weighted average ordinary shares outstanding | 10,000,000 | 8,700,000 | [1] | 8,206,383 | [1] | 9,906,630 | ||
Diluted weighted average ordinary shares outstanding | 10,000,000 | 8,700,000 | [1] | 8,206,383 | [1] | 9,906,630 | ||
Basic net loss per share | $ 0 | $ 0 | $ 0 | $ (0.01) | ||||
Diluted net loss per share | $ 0 | $ 0 | $ 0 | $ (0.01) | ||||
[1]This number excludes up to 1,305,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter. On January 14, 2022, the underwriter partially exercised the over-allotment option to purchase additional 3,900,000 Units; thus, 5,000 Class B ordinary shares were subsequently forfeited when the over-allotment option expired on February 25, 2022. Shares and associated amounts have been retroactively restated to reflect the surrender of 2,089,167 Class B ordinary shares for no consideration, and the share capitalization of 421,667 Class B ordinary shares outstanding (see Note 5). |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Jan. 14, 2022 | Dec. 31, 2021 | |
Cash equivalents | $ 0 | $ 0 | |
Unrecognized tax benefits | 0 | 0 | |
Accrued interest and penalties on unrecognized tax benefits | 0 | $ 0 | |
Class of warrants or rights number of shares covered by each warrants or right | 1 | ||
Cash insured with federal depository insurance corporation | $ 250,000 | ||
Term of restricted investments | 185 days | ||
Warrant [Member] | Common Class A [Member] | |||
Class of warrants or rights number of shares covered by each warrants or right | 15,576,500 |
Initial Public Offering - Addit
Initial Public Offering - Additional information (Detail) - USD ($) | 6 Months Ended | ||
Jan. 14, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Disclosure Of Initial Public Offering [Line Items] | |||
Class of warrants or rights number of shares covered by each warrants or right | 1 | ||
Class of warrants or rights exercise price | $ 11.5 | $ 11.5 | |
Class of warrants period after which they can be exercised from the consummation of business combination | 30 days | ||
Class of warrants or rights term | 5 years | 5 years | |
Offering costs | $ 20,200,000 | ||
Deferred Underwriting Commissions Noncurrent | $ 14,280,000 | $ 0 | |
Gross proceeds | $ 300,000,000 | ||
IPO [Member] | |||
Disclosure Of Initial Public Offering [Line Items] | |||
Stock shares issued during the period new issues shares | 30,000,000 | ||
Shares issued price per share | $ 10 | ||
Offering costs | $ 20,200,000 | ||
Deferred Underwriting Commissions Noncurrent | 14,300,000 | ||
Gross proceeds | $ 300,000,000 | ||
Intial Public Offering Including Overallotment Option [Member] | |||
Disclosure Of Initial Public Offering [Line Items] | |||
Stock shares issued during the period new issues shares | 3,900,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jan. 14, 2022 | Jun. 30, 2022 | |
Disclosure Of Private Placement [Line Items] | ||
Proceeds received from private placement | $ 11,500,000 | $ 11,530,000 |
Private Placement [Member] | ||
Disclosure Of Private Placement [Line Items] | ||
Stock issued during period shares issued for services | 1,153,000 | |
Shares issued price per share | $ 10 | $ 10.15 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||||||
Jan. 14, 2022 | Jan. 11, 2022 | Feb. 28, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Feb. 01, 2021 | ||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during the period value issued for services | [1] | $ 25,000 | |||||||||
Promissory note - related party | $ 0 | $ 0 | $ 134,771 | ||||||||
Related party transaction fees payable per month | $ 37,500 | ||||||||||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Exercised the over-allotment option to purchase additional Units | 3,900,000 | ||||||||||
Over-Allotment Option [Member] | Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock forfeited during period shares | 1,305,000 | ||||||||||
Percentage of common stock issued and outstanding | 25% | ||||||||||
Unsecured Promissory Note [Member] | Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument face value | 300,000 | $ 300,000 | |||||||||
Working Capital Loan [Member] | Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loans convertible into equity warrants | $ 1,500,000 | $ 1,500,000 | |||||||||
Debt instrument conversion price per share | $ 10 | $ 10 | |||||||||
Working capital loans outstanding | $ 0 | $ 0 | 0 | ||||||||
Administration And Support Services [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related parties | 0 | 0 | $ 0 | ||||||||
Administration And Support Services [Member] | Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party expense | $ 112,500 | $ 0 | $ 0 | $ 225,000 | |||||||
Promissory Note [Member] | Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Promissory note - related party | $ 137,000 | ||||||||||
Common Class B [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares issued price per share | $ 0.002 | ||||||||||
Stock issued during period shares issued for services | 11,672,500 | ||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Stock Redeemed or Called During Period, Shares | 2,089,167 | ||||||||||
Stock Redeemed or Called During Period, Value | $ 0 | ||||||||||
Common stock, share capitalization | 421,667 | ||||||||||
Common stock shares outstanding | 10,000,000 | 10,000,000 | 10,005,000 | ||||||||
Common Class B [Member] | Over-Allotment Option [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock forfeited during period shares | 5,000 | ||||||||||
Option expired | Feb. 25, 2022 | ||||||||||
Common Class B [Member] | Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during the period value issued for services | $ 25,000 | ||||||||||
[1]This number excludes up to 1,305,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter. On January 14, 2022, the underwriter partially exercised the over-allotment option to purchase additional 3,900,000 Units; thus, 5,000 Class B ordinary shares were subsequently forfeited when the over-allotment option expired on February 25, 2022. Shares and associated amounts have been retroactively restated to reflect the surrender of 2,089,167 Class B ordinary shares for no consideration, and the share capitalization of 421,667 Class B ordinary shares outstanding (see Note 5). |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Underwriting Agreement [Member] - $ / shares | 6 Months Ended | ||
Jan. 14, 2022 | Jun. 30, 2022 | Nov. 17, 2021 | |
Other Commitments [Line Items] | |||
Percentage of deferred underwriting discount payable | 14.30% | ||
Underwriting discount per unit | $ 5.2 | ||
Over-Allotment Option [Member] | |||
Other Commitments [Line Items] | |||
Number of days within which the option shall be exercised | 45 days | ||
Common stock shares subscribed but not issued | 3,915,000 | ||
Exercised the over-allotment option to purchase additional Units | 3,900,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption - Summary Of Class A Ordinary Shares Subject To Possible Redemption (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||||
Gross proceeds | $ 300,000,000 | |||
Accretion of carrying value to redemption value | $ 36,210,782 | |||
Increase in redemption value of Class A ordinary shares subject to possible redemption | $ (306,850) | |||
Class A ordinary shares subject to possible redemption | 304,806,850 | 304,806,850 | ||
Common Class A [Member] | ||||
Temporary Equity [Line Items] | ||||
Gross proceeds | $ 300,000,000 | |||
Proceeds allocated to Public Warrants | (12,300,000) | |||
Class A ordinary shares issuance costs | (19,410,782) | |||
Accretion of carrying value to redemption value | 36,210,782 | |||
Increase in redemption value of Class A ordinary shares subject to possible redemption | 306,850 | |||
Class A ordinary shares subject to possible redemption | $ 304,806,850 | $ 304,806,850 | $ 304,500,000 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member] - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Redeemable Noncontrolling Interest [Line Items] | ||
Temporary Equity, Shares Authorized | 500,000,000 | |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | |
Temporary Equity Share Number Of Votes Per Share | 1 | |
Temporary Equity, Shares Outstanding | 30,000,000 | 0 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) | 6 Months Ended | |
Jun. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Class of Stock [Line Items] | ||
Preferred stock par or stated value per share | $ / shares | $ 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 |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 1,153,000 | 0 |
Common stock shares outstanding | 1,153,000 | 0 |
Temporary equity shares outstanding | 30,000,000 | 0 |
Common Class A [Member] | Founder [Member] | ||
Class of Stock [Line Items] | ||
Common stock conversion from one class to another conversion ratio | 1 | |
Common Class A [Member] | Founder [Member] | Maximum [Member] | ||
Class of Stock [Line Items] | ||
Percentage of common stock shares outstanding | 25% | |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 10,000,000 | 10,005,000 |
Common stock shares outstanding | 10,000,000 | 10,005,000 |
Common Class A Including Stock Subject To Redemption [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares issued | 30,000,000 | |
Common stock shares outstanding | 30,000,000 | |
Non-redeemable Class A ordinary shares | ||
Class of Stock [Line Items] | ||
Common stock shares issued | 0 | |
Common stock shares outstanding | 1,153,000 | 0 |
Temporary equity shares outstanding | 1,153,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Jan. 14, 2022 | |
Warrant Liability [Line Items] | |||
Class of warrants or rights warrants issued during the period units | 0 | ||
Class of warrants or rights outstanding | 0 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | $ 11.5 | |
Warrants and rights outstanding term | 5 years | 5 years | |
Class of warrants or rights redemption price per warrant | $ 0.01 | ||
Common Class A [Member] | |||
Warrant Liability [Line Items] | |||
Redemption period of warrants | 30 days | ||
Public Warrants [Member] | |||
Warrant Liability [Line Items] | |||
Class of warrants or rights warrants issued during the period units | 15,000,000 | ||
Period after which the warrants are exercisable | 30 days | ||
Number of days after consummation of business combination within which the securities shall be registered | 15 days | ||
Number of days after which business combination within which securities registration shall be effective | 60 days | ||
Minimum notice period to the holders of warrants before redemption | 30 days | ||
Number of trading days for determining the share price | 20 days | ||
Number of consecutive trading days for determning the share price | 30 days | ||
Public Warrants [Member] | Event Triggering The Exercise Price Of Warrants [Member] | |||
Warrant Liability [Line Items] | |||
Volume weighted average price per share | $ 9.2 | ||
Percentage of cash flows for consummating business combination | 60% | ||
Number of consecutive trading days for determining the volume weighted average share price | 10 days | ||
Exercise price of warrants percentage | 115% | ||
Public Warrants [Member] | Event Triggering The Exercise Price Of Warrants [Member] | Redemption Trigger Price [Member] | |||
Warrant Liability [Line Items] | |||
Share price | $ 18 | ||
Share price percentage | 180% | ||
Private Placement Warrants [Member] | |||
Warrant Liability [Line Items] | |||
Class of warrants or rights warrants issued during the period units | 576,500 | ||
Private Placement Warrants [Member] | Common Class A [Member] | |||
Warrant Liability [Line Items] | |||
Minimum notice period to be given to the holders of warrants | 30 days |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of assets that are measured at fair value on a recurring basis (Detail) - Fair Value, Recurring [Member] | Jun. 30, 2022 USD ($) |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Investments held in Trust Account-U.S. Treasury Securities | $ 304,902,076 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Investments held in Trust Account-U.S. Treasury Securities | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Investments held in Trust Account-U.S. Treasury Securities | $ 0 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of assets that are measured at fair value on a recurring basis (Parenthetical) (Detail) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Cash balance held within the trust account | $ 304,906,850 | $ 0 |
Fair Value, Recurring [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Cash balance held within the trust account | $ 4,774 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Jun. 30, 2022 USD ($) |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Fair value assets transfer from level one to level two | $ 0 |