Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 19, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Fiscal Year Focus | 2022 | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | BLACK SPADE ACQUISITION CO | |
Entity Central Index Key | 0001851908 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity File Number | 001-40616 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | Suite 2902, 29/F, The Centrium | |
Entity Address, Address Line Two | 60 Wyndham Street | |
Entity Address, City or Town | Central | |
City Area Code | 852 | |
Local Phone Number | 3955 1316 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Postal Zip Code | 00000 | |
Entity Address, Country | HK | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | BSAQ | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 16,900,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,225,000 | |
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 | BSAQU | |
Security Exchange Name | NYSE | |
Redeemable Warrants [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | BSAQWS | |
Security Exchange Name | NYSE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 189,886 | $ 1,569,803 |
Prepaid expenses | 79,614 | 294,062 |
Other current assets | 6,293 | 0 |
Total Current Assets | 275,793 | 1,863,865 |
Investments held in the Trust Account | 169,250,397 | 169,006,966 |
Total Assets | 169,526,190 | 170,870,831 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 2,435,513 | 1,458,309 |
Due to related party | 0 | 27,250 |
Total Current Liabilities | 2,435,513 | 1,485,559 |
Derivative warrant liabilities | 1,773,668 | 13,050,400 |
Deferred underwriting commission | 5,915,000 | 5,915,000 |
Total liabilities | 10,124,181 | 20,450,959 |
COMMITMENTS AND CONTINGENCIES | ||
Class A ordinary shares subject to possible redemption; 16,900,000 shares (at redemption value) | 169,250,397 | 169,000,000 |
Shareholders' equity: | ||
Preferred stock, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (9,848,810) | (18,580,550) |
Total Shareholders' Deficit | (9,848,388) | (18,580,128) |
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 169,526,190 | 170,870,831 |
Common Class A [Member] | ||
Current Liabilities: | ||
Class A ordinary shares subject to possible redemption; 16,900,000 shares (at redemption value) | 169,250,397 | 169,000,000 |
Shareholders' equity: | ||
Common Stock | 0 | 0 |
Common Class B [Member] | ||
Shareholders' equity: | ||
Common Stock | $ 422 | $ 422 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, Par value | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, Shares issued | 0 | 0 |
Preferred stock, Shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, Par value | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 200,000,000 | 200,000,000 |
Common stock, Shares issued | 0 | 0 |
Common stock, Shares outstanding | 0 | 0 |
Temporary Equity, Shares Outstanding | 16,900,000 | 16,900,000 |
Temporary Equity, Redemption Price Per Share | $ 10 | $ 10 |
Common Class B [Member] | ||
Common stock, Par value | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 20,000,000 | 20,000,000 |
Common stock, Shares issued | 4,225,000 | 4,225,000 |
Common stock, Shares outstanding | 4,225,000 | 4,225,000 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
EXPENSES | ||||
Administration fee — related party | $ 30,000 | $ 0 | $ 0 | $ 60,000 |
General and administrative | 218,157 | 9,242 | 22,395 | 2,478,026 |
TOTAL EXPENSES | 248,157 | 9,242 | 22,395 | 2,538,026 |
OTHER INCOME | ||||
Income earned on investments held in Trust Account | 228,214 | 0 | 0 | 243,431 |
Change in fair value of derivative warrant liabilities | 1,379,190 | 0 | 0 | 11,276,732 |
TOTAL OTHER INCOME | 1,607,404 | 0 | 0 | 11,520,163 |
Net income (loss) | $ 1,359,247 | $ (9,242) | $ (22,395) | $ 8,982,137 |
Class A Redeemable Common Stock [Member] | ||||
OTHER INCOME | ||||
Weighted average ordinary shares outstanding, Basic | 16,900,000 | 16,900,000 | ||
Weighted average ordinary shares outstanding, Diluted | 16,900,000 | |||
Basic, net income (loss) per share | $ 0.06 | $ 0.43 | ||
Diluted, net income (loss) per share | $ 0.06 | $ 0.43 | ||
Common Class B [Member] | ||||
OTHER INCOME | ||||
Weighted average ordinary shares outstanding, Basic | 4,225,000 | 3,750,000 | 3,750,000 | 4,225,000 |
Weighted average ordinary shares outstanding, Diluted | 3,750,000 | 3,750,000 | 4,225,000 | |
Basic, net income (loss) per share | $ 0.06 | $ 0 | $ (0.01) | $ 0.43 |
Diluted, net income (loss) per share | $ 0.06 | $ 0 | $ (0.01) | $ 0.43 |
Statements of Changes In Shareh
Statements of Changes In Shareholders' Deficit - USD ($) | Total | Additional Paid- In Capital | Accumulated Deficit | Class B Ordinary Shares [Member] Common Stock |
Beginning Balance, Shares at Mar. 02, 2021 | 0 | |||
Beginning Balance at Mar. 02, 2021 | $ 0 | $ 0 | $ 0 | $ 0 |
Issuance of Class B ordinary shares to Sponsor, Shares | 4,312,500 | |||
Issuance of Class B ordinary shares to Sponsor | 25,000 | 24,569 | $ 431 | |
Net income (loss) | (13,153) | (13,153) | ||
Ending Balance, Shares at Mar. 31, 2021 | 4,312,500 | |||
Ending Balance at Mar. 31, 2021 | 11,847 | 24,569 | (13,153) | $ 431 |
Beginning Balance, Shares at Mar. 02, 2021 | 0 | |||
Beginning Balance at Mar. 02, 2021 | 0 | 0 | 0 | $ 0 |
Measurement adjustment of carrying value to redemption value | 0 | |||
Net income (loss) | (22,395) | |||
Ending Balance, Shares at Jun. 30, 2021 | 4,312,500 | |||
Ending Balance at Jun. 30, 2021 | 2,605 | 24,569 | (22,395) | $ 431 |
Beginning Balance, Shares at Mar. 02, 2021 | 0 | |||
Beginning Balance at Mar. 02, 2021 | 0 | 0 | 0 | $ 0 |
Ending Balance, Shares at Dec. 31, 2021 | 4,225,000 | |||
Ending Balance at Dec. 31, 2021 | (18,580,128) | (18,580,550) | $ 422 | |
Beginning Balance, Shares at Mar. 31, 2021 | 4,312,500 | |||
Beginning Balance at Mar. 31, 2021 | 11,847 | 24,569 | (13,153) | $ 431 |
Net income (loss) | (9,242) | (9,242) | $ (9,242) | |
Ending Balance, Shares at Jun. 30, 2021 | 4,312,500 | |||
Ending Balance at Jun. 30, 2021 | 2,605 | $ 24,569 | (22,395) | $ 431 |
Beginning Balance, Shares at Dec. 31, 2021 | 4,225,000 | |||
Beginning Balance at Dec. 31, 2021 | (18,580,128) | (18,580,550) | $ 422 | |
Measurement adjustment of carrying value to redemption value | (22,183) | (22,183) | ||
Net income (loss) | 7,622,890 | 7,622,890 | ||
Ending Balance, Shares at Mar. 31, 2022 | 4,225,000 | |||
Ending Balance at Mar. 31, 2022 | (10,979,421) | (10,979,843) | $ 422 | |
Beginning Balance, Shares at Dec. 31, 2021 | 4,225,000 | |||
Beginning Balance at Dec. 31, 2021 | (18,580,128) | (18,580,550) | $ 422 | |
Measurement adjustment of carrying value to redemption value | (250,397) | |||
Net income (loss) | 8,982,137 | |||
Ending Balance, Shares at Jun. 30, 2022 | 4,225,000 | |||
Ending Balance at Jun. 30, 2022 | (9,848,388) | (9,848,810) | $ 422 | |
Beginning Balance, Shares at Mar. 31, 2022 | 4,225,000 | |||
Beginning Balance at Mar. 31, 2022 | (10,979,421) | (10,979,843) | $ 422 | |
Measurement adjustment of carrying value to redemption value | (228,214) | (228,214) | ||
Net income (loss) | 1,359,247 | 1,359,247 | $ 271,849 | |
Ending Balance, Shares at Jun. 30, 2022 | 4,225,000 | |||
Ending Balance at Jun. 30, 2022 | $ (9,848,388) | $ (9,848,810) | $ 422 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 10 Months Ended | ||
Mar. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Cash Flows From Operating Activities: | |||||||
Net income (loss) | $ (13,153) | $ 1,359,247 | $ 7,622,890 | $ (9,242) | $ (22,395) | $ 8,982,137 | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||
Operating costs paid by related parties | 6,338 | 0 | |||||
Investment income earned on treasury securities held in the Trust Account | (228,214) | 0 | 0 | (243,431) | |||
Gain on change in fair value of derivative liabilities | (1,379,190) | 0 | 0 | (11,276,732) | |||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses | 0 | 214,448 | |||||
Other current expenses | 0 | (6,293) | |||||
Accounts payable and accrued expenses | (38,259) | 977,204 | |||||
Net Cash Used In Operating Activities | (54,316) | (1,352,667) | |||||
Cash Flows From Financing Activities: | |||||||
Proceeds from related party advances | 61,496 | 0 | |||||
Repayment of the related party advances | 0 | (27,250) | |||||
Net Cash (Used In) From Financing Activities | 61,496 | (27,250) | |||||
Net change in cash | 7,180 | (1,379,917) | |||||
Cash at beginning of year | $ 0 | 1,569,803 | 0 | 1,569,803 | $ 0 | ||
Cash at end of year | 189,886 | $ 7,180 | 7,180 | 189,886 | $ 1,569,803 | ||
Supplemental disclosure of non-cash financing activities: | |||||||
Deferred offering costs included in accrued offering costs | 548,139 | 0 | |||||
Deferred offering costs paid by Sponsor in exchange for Class B ordinary shares | 25,000 | 0 | |||||
Deferred offering costs paid by Sponsor | 20,600 | 0 | |||||
Supplemental disclosure of non-cash financing activities: | |||||||
Measurement adjustment of carrying value to redemption value | $ 228,214 | $ 22,183 | $ 0 | $ 250,397 |
Description Of Organization And
Description Of Organization And Business Operations And Going Concern | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description Of Organization And Business Operations And Going Concern | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN Black Spade Acquisition Co (the “Company”) was incorporated in the Cayman Islands on March 3, 2021. The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination” or “Initial Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity for the period from March 3, 2021 (inception) through June 30, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating Sponsor and Initial Public Offering The registration statement for the Company’s Initial Public Offering was declared effective on July 15, 2021. On July 20, 2021, the Company consummated the Initial Public Offering of 15,000,000 units (“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares” and, with respect to the warrants included in the Units being offered, the “Public Warrants”), generating gross proceeds of $150,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 6,000,000 (the “Private Placement Warrants”) to Black Spade Sponsor LLC (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $6,000,000. On August 3, 2021, the underwriters purchased an additional 1,900,000 Option Units pursuant to the partial exercise of the over-allotment option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $19,000,000. Also, in connection with the partial exercise of the over-allotment option, the Sponsor purchased an additional 380,000 Option Private Placement Warrants at a purchase price of $1.00 per warrant. Trust Account Following the closing of the Initial Public Offering on July 20, 2021 and the partial exercise of the underwriters’ over-allotment, an amount of $169,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a trust account (“Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 The Company’s amended and restated memorandum and articles of association will provide that, other than the withdrawal of interest to pay our tax obligations (the “Permitted Withdrawals”), and up to $100,000 of interest to pay dissolution expenses none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of our Public Shares sold in the Initial Public Offering that have been properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to affect the substance or timing of its obligation to redeem 100% of such Public Shares if it has not consummated an Initial Business Combination within 24 months from the closing of this offering, or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an Initial Business Combination within 24 months from the closing of this offering but have not completed the Initial Business Combination within such 24-month Initial Business Combination While the Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account, substantially all of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, which are placed in the Trust Account, are intended to be applied generally toward completing a Business Combination. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions on the Trust Account). The Company will only complete a Business Combination if the post- transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Initial Public Offering, including proceeds of the Private Placement Warrants, will be held in a Trust Account, located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share amount to be distributed to shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. This ordinary share will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its second amended and restated memorandum and articles of association (the “Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-business If the Company has not completed a Business Combination within 24 months from the closing of the Initial Public Offering (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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern and Management’s Plan At June 30, 2022, the Company had cash of $189,886 and a 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” While the Company expects to have sufficient access to additional sources of capital if necessary, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination Period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination during the Combination Period. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of December 31, 2021 filed with the SEC on Form 10-K. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of June 30, 2022 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2022 not necessarily indicative of the Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. For the period of this financial statements, the management exercised a significant judgment in estimating the fair value of its warrant liabilities. The actual results could differ significantly from those estimates including the estimate of the fair value of its warrant liabilities, and founder shares to the Company’s directors, officers, advisory committee members and certain employees of Sponsor’s affiliates. 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 $189,886 and $1,569,803 in cash, outside of the funds held in the Trust Account, as of June 30, 2022 and December 31, 2021, respectively. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. Investment held in Trust Account At June 30, 2022 and December 31, 2021, the Company had $169.3 million and $169.0 million in investments held in the Trust Account, respectively. At June 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in Investment income from the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs associated with a Public Offering The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 Expenses of Offering paid-in Class A ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature contains certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are classified as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Accordingly, as of June 30, 2022 and December 31, 2021, 16,900,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At June 30, 2022 and December 31, 2021, the shares of Class A ordinary shares reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 169,000,000 Less: Proceeds allocated to the Public Warrants (11,914,500 ) Shares of Class A ordinary share issuance costs (9,329,478 ) (21,243,978 ) Plus: Measurement adjustment of carrying value to redemption value 21,243,978 Class A Ordinary Shares subject to possible redemption at December 31, 2021 $ 169,000,000 Measurement adjustment of carrying value to redemption value 250,397 Class A Ordinary Shares subject to possible redemption at June 30, 2022 $ 169,250,397 Net income (loss) per share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. The Company applies the two-class two-class The Company’s statement of operations include a presentation of loss per Class A ordinary share subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable Non-redeemable The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three months Three months Class A Ordinary shares Numerator: Income allocable to Class A ordinary shares $ 1,087,398 Denominator: Basic and diluted weighted average shares outstanding 16,900,000 Basic and diluted net income per share, Class A ordinary shares $ 0.06 Class B Ordinary shares Numerator: Income (loss) allocable to Class B ordinary shares $ 271,849 $ (9,242 ) Denominator: Basic and diluted weighted average shares outstanding 4,225,000 3,750,000 Basic and diluted net loss per share, Class B ordinary shares $ 0.06 $ (0.00 ) Six months For the Period from through June 30, Class A Redeemable common stock Numerator: Income allocable to Class A common stock $ 7,185,710 Denominator: Basic and diluted weighted average shares outstanding 16,900,000 Basic and diluted net income per share, Class A Common Stock $ 0.43 Class B Non-redeemable Numerator: Income (loss) allocable to Class B common stock $ 1,796,427 $ (22,395 ) Denominator: Basic and diluted weighted average shares outstanding 4,225,000 3,750,000 Basic and diluted net income (loss) per share, Class B Common Stock $ 0.43 $ (0.01 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurement The carrying value of the Company’s financial instruments including its cash and accrued liabilities approximate their fair values principally because of their short-term nature. The Company’s derivative warrants are measured at fair value according to ASC 820 as discussed below. The Public Warrants and Private Warrants are classified as Level 1 and 2 on the fair value hierarchy, respectively. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging re-valued non-current net-cash Warrant Instruments The Company will account for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “ Derivatives and Hedging re-measured re-evaluation Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) 815-40) 2020-06 2020-06 if-converted 2020-06 2020-06 |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 15,000,000 Units at a purchase price of $10.00 per Unit generating gross proceeds to the Company in the amount of $150,000,000. Each Unit consists of one share of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one whole share of Class A ordinary shares at a price of $11.50 per share, subject to adjustment. On August 3, 2021, the underwriters purchased an additional 1,900,000 Option Units pursuant to the partial exercise of the over-allotment option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $19,000,000. |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Private Placement | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 6,000,000 warrants (the “Initial Private Placement Warrants”) to the Sponsor and at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $6,000,000. A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination. Also, in connection with the partial exercise of the over-allotment option on August 3, 2021, the Sponsor purchased an additional 380,000 private placement warrants at a purchase price of $1.00 per warrant (the “Option Private Placement Warrants”, together with the Initial Private Placement Warrants, the “Private Placement Warrants”). |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 5 — RELATED PARTIES Founder Shares During the period ended March 4, 2021, the Sponsor purchased 5,750,000 of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for a capital contribution of $25,000 that was paid by the Sponsor for deferred offering costs. On June 28, 2021, the Sponsor surrendered and forfeited 1,437,500 founder shares for no consideration, following which the Sponsor holds 4,312,500 founder shares. All share amounts have been retroactively restated to reflect this surrender. The Founder Shares include an aggregate of up to 562,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary share equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Promissory Note — Related Party On February 25, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $250,000. The Promissory Note is non-interest Due to Related Party In order to finance certain transaction costs in connection the Initial Public Offering, the Sponsor paid certain offering costs on behalf of the Company totaling $100,547 and also advanced the Company $61,496. These amounts are due on demand and non-interest Administrative Services Agreement Commencing on the date the Units are first listed on NYSE, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three and six months ended June 30, 2022, the Company recorded $30,000 and $60,000 of fees pursuant to the agreement, respectively. As of June 30, 2022 and December 31, 2021, $115,000 and $55,000 were outstanding and is included in accounts payable and accrued expenses on the condensed balance sheets. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of June 30, 2022 and December 31, 2021, there were no amounts outstanding under the Working Capital Loans. |
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 Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $3,000,000 in the aggregate (or $3,450,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $5,250,000 in the aggregate (or $6,037,500 in the aggregate if the underwriters’ over-allotment option is exercised in full). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On August 3, 2021, the underwriters purchased an additional 1,900,000 Units (the “Option Units”) pursuant to the partial exercise of the over-allotment option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $19,000,000. Upon closing of the partial exercise, the Company paid the underwriters an additional fee of $380,000 and record an additional deferred fee of $665,000. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | NOTE 7 — SHAREHOLDER’S EQUITY Preference Shares — The Company is authorized to issue 2,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2022 and December 31, 2021, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of June 30, 2022 and December 31, 2021, 16,900,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. As of June 30, 2022 and December 31, 2021, there were 4,225,000 Class B ordinary shares issued and outstanding. Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. In connection with our initial business combination, the Company may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of this offering. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of or immediately following a Business Combination, on a one-for-one as-converted |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | NOTE 8 — WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of 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, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of 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. 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 it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Class A Ordinary Shares Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon a minimum of 30 days’ prior written notice of redemption, or the 30-day • if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 — Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price of $0.10 per warrant provided that the holder will be able to exercise their warrants on cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary share; • upon a minimum of 30 days’ prior written notice of redemption; • at a price equal to a number of shares of Class A Common Stock to be determined by reference to the agreed table (i.e., “make-whole table”) set forth in the warrant agreement based on the redemption date and the “fair market value” of the Class A Common Stock; • if, and only if, the last reported sale price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; and • if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of Class A ordinary shares) as the outstanding public warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” in accordance with Section 3(a)(9) of the Securities Act. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, The Company accounts for the 14,830,000 warrants as derivative securities in accordance with the guidance contained in ASC 815-40. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Public Offering. Accordingly, the Company has classified each warrant as a liability at its fair value and the warrants were allocated so that a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement re-measurement, |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value at June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level June 30, 2022 Level December 31, 2021 Assets: Investments held in Trust Account 1 $ 169,250,397 1 $ 169,006,966 Liabilities: Warrant liability — Private Placement Warrants 2 $ 763,048 2 $ 5,614,400 Warrant liability — Public Warrants 1 $ 1,010,620 1 $ 7,436,000 The Public Warrants and the Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40 Upon initial issuance, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-half The Warrants are measured at fair value on a recurring basis. As of June 30, 2022 and December 31, 2021, the Public As of June 30, 2022 and December 31, 2021, the derivative liability was $1,773,668 and $13,050,400, respectively. In addition, for the six months ended June 30, 2022, the Company recorded $11,276,732 as an unrealized gain on the change in fair value of the derivative warrants in the condensed statements of operations ($4,851,352 for Private Warrants and $6,425,380 for the Public Warrants, respectively). |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events other than below that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
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 conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of December 31, 2021 filed with the SEC on Form 10-K. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of June 30, 2022 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2022 not necessarily indicative of the |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. For the period of this financial statements, the management exercised a significant judgment in estimating the fair value of its warrant liabilities. The actual results could differ significantly from those estimates including the estimate of the fair value of its warrant liabilities, and founder shares to the Company’s directors, officers, advisory committee members and certain employees of Sponsor’s affiliates. |
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 $189,886 and $1,569,803 in cash, outside of the funds held in the Trust Account, as of June 30, 2022 and December 31, 2021, respectively. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. |
Investment held in Trust Account | Investment held in Trust Account At June 30, 2022 and December 31, 2021, the Company had $169.3 million and $169.0 million in investments held in the Trust Account, respectively. At June 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in Investment income from the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Offering Costs associated with a Public Offering | Offering Costs associated with a Public Offering The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 Expenses of Offering paid-in |
Class A ordinary shares subject to possible redemption | Class A ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature contains certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are classified as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Accordingly, as of June 30, 2022 and December 31, 2021, 16,900,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At June 30, 2022 and December 31, 2021, the shares of Class A ordinary shares reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 169,000,000 Less: Proceeds allocated to the Public Warrants (11,914,500 ) Shares of Class A ordinary share issuance costs (9,329,478 ) (21,243,978 ) Plus: Measurement adjustment of carrying value to redemption value 21,243,978 Class A Ordinary Shares subject to possible redemption at December 31, 2021 $ 169,000,000 Measurement adjustment of carrying value to redemption value 250,397 Class A Ordinary Shares subject to possible redemption at June 30, 2022 $ 169,250,397 |
Net income (loss) per share | Net income (loss) per share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. The Company applies the two-class two-class The Company’s statement of operations include a presentation of loss per Class A ordinary share subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable Non-redeemable The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three months Three months Class A Ordinary shares Numerator: Income allocable to Class A ordinary shares $ 1,087,398 Denominator: Basic and diluted weighted average shares outstanding 16,900,000 Basic and diluted net income per share, Class A ordinary shares $ 0.06 Class B Ordinary shares Numerator: Income (loss) allocable to Class B ordinary shares $ 271,849 $ (9,242 ) Denominator: Basic and diluted weighted average shares outstanding 4,225,000 3,750,000 Basic and diluted net loss per share, Class B ordinary shares $ 0.06 $ (0.00 ) Six months For the Period from through June 30, Class A Redeemable common stock Numerator: Income allocable to Class A common stock $ 7,185,710 Denominator: Basic and diluted weighted average shares outstanding 16,900,000 Basic and diluted net income per share, Class A Common Stock $ 0.43 Class B Non-redeemable Numerator: Income (loss) allocable to Class B common stock $ 1,796,427 $ (22,395 ) Denominator: Basic and diluted weighted average shares outstanding 4,225,000 3,750,000 Basic and diluted net income (loss) per share, Class B Common Stock $ 0.43 $ (0.01 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurement The carrying value of the Company’s financial instruments including its cash and accrued liabilities approximate their fair values principally because of their short-term nature. The Company’s derivative warrants are measured at fair value according to ASC 820 as discussed below. The Public Warrants and Private Warrants are classified as Level 1 and 2 on the fair value hierarchy, respectively. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging re-valued non-current net-cash |
Warrant Instruments | Warrant Instruments The Company will account for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “ Derivatives and Hedging re-measured re-evaluation |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) 815-40) 2020-06 2020-06 if-converted 2020-06 2020-06 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Net Income Per Common Share | The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three months Three months Class A Ordinary shares Numerator: Income allocable to Class A ordinary shares $ 1,087,398 Denominator: Basic and diluted weighted average shares outstanding 16,900,000 Basic and diluted net income per share, Class A ordinary shares $ 0.06 Class B Ordinary shares Numerator: Income (loss) allocable to Class B ordinary shares $ 271,849 $ (9,242 ) Denominator: Basic and diluted weighted average shares outstanding 4,225,000 3,750,000 Basic and diluted net loss per share, Class B ordinary shares $ 0.06 $ (0.00 ) Six months For the Period from through June 30, Class A Redeemable common stock Numerator: Income allocable to Class A common stock $ 7,185,710 Denominator: Basic and diluted weighted average shares outstanding 16,900,000 Basic and diluted net income per share, Class A Common Stock $ 0.43 Class B Non-redeemable Numerator: Income (loss) allocable to Class B common stock $ 1,796,427 $ (22,395 ) Denominator: Basic and diluted weighted average shares outstanding 4,225,000 3,750,000 Basic and diluted net income (loss) per share, Class B Common Stock $ 0.43 $ (0.01 ) |
Schedule of reconciliation of Class A Ordinary Shares Reflected in the Balance Sheet | At June 30, 2022 and December 31, 2021, the shares of Class A ordinary shares reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 169,000,000 Less: Proceeds allocated to the Public Warrants (11,914,500 ) Shares of Class A ordinary share issuance costs (9,329,478 ) (21,243,978 ) Plus: Measurement adjustment of carrying value to redemption value 21,243,978 Class A Ordinary Shares subject to possible redemption at December 31, 2021 $ 169,000,000 Measurement adjustment of carrying value to redemption value 250,397 Class A Ordinary Shares subject to possible redemption at June 30, 2022 $ 169,250,397 |
Fair Value Measurements - (Tabl
Fair Value Measurements - (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities that are Measured at Fair Value | The following table presents information about the Company’s assets and liabilities that are measured at fair value at June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level June 30, 2022 Level December 31, 2021 Assets: Investments held in Trust Account 1 $ 169,250,397 1 $ 169,006,966 Liabilities: Warrant liability — Private Placement Warrants 2 $ 763,048 2 $ 5,614,400 Warrant liability — Public Warrants 1 $ 1,010,620 1 $ 7,436,000 |
Description Of Organization A_2
Description Of Organization And Business Operations And Going Concern - Additional Information (Detail) - USD ($) | 6 Months Ended | |||
Aug. 03, 2021 | Jul. 20, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Shares issued, price per share | $ 10 | |||
Interest to pay dissolution expenses | $ 100,000 | |||
Percentage of redemption of public share | 100% | |||
Agreement execution period | 24 months | |||
Number of months determining completion of business combination | 24 months | |||
Percentage of redemption of public share determined by completion period | 100% | |||
Percentage of assets held in trust account | 80% | |||
Percentage of public shares redeemable | 15% | |||
Minimum net worth required for compliance | $ 5,000,001 | |||
Combination period | 24 months | |||
Cash | $ 189,886 | $ 1,569,803 | ||
Net working capital | $ 2,159,720 | |||
Initial Business Combinations [Member] | ||||
Percentage of voting interest acquired | 50% | |||
Twenty Four Months [Member] | ||||
Number of months determining consummation of initial business combination | 24 months | |||
Twenty Seven Months [Member] | ||||
Number of months determining consummation of initial business combination | 27 months | |||
Maximum [Member] | ||||
US government securities, maturity terms | 185 days | |||
Public Shares [Member] | ||||
Share price | $ 10 | |||
IPO [Member] | Public Shares [Member] | ||||
Stock issued during period, shares | 15,000,000 | |||
Proceeds from initial public offering | $ 150,000,000 | |||
Shares issued, price per share | $ 10 | |||
IPO [Member] | Warrant [Member] | ||||
Class of warrants or rights issued during period | 14,830,000 | |||
Private Placement [Member] | Warrant [Member] | Sponsor [Member] | Private Placement Warrants [Member] | ||||
Class of warrants or rights issued during period | 6,000,000 | |||
Class of warrants or rights issued during period, price per warrant issued | $ 1 | |||
Proceeds from private placement | $ 6,000,000 | |||
Over-Allotment Option [Member] | Public Shares [Member] | ||||
Proceeds from initial public offering | $ 169,000,000 | |||
Over-Allotment Option [Member] | Warrant [Member] | Sponsor [Member] | Private Placement Warrants [Member] | ||||
Class of warrants or rights issued during period | 380,000 | |||
Class of warrants or rights issued during period, price per warrant issued | $ 1 | |||
Over-Allotment Option [Member] | Option Units Units Sold At Option [Member] | Underwriters [Member] | ||||
Shares issued, price per share | $ 10 | |||
Stock issued during period for services, shares | 1,900,000 | |||
Proceeds from issuance of equity | $ 19,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of reconciliation of Class A Ordinary Shares Reflected in the Balance Sheet (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 10 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | |||||
Measurement adjustment of carrying value to redemption value | $ 228,214 | $ 22,183 | $ 0 | $ 250,397 | |
Class A Ordinary Shares subject to possible redemption | 169,250,397 | 169,250,397 | $ 169,000,000 | ||
Common Class A [Member] | |||||
Temporary Equity [Line Items] | |||||
Gross proceeds | 169,000,000 | ||||
Proceeds allocated to the Public Warrants | (11,914,500) | ||||
Shares of Class A ordinary share issuance costs | (9,329,478) | ||||
Measurement adjustment of carrying value to redemption value | 250,397 | 21,243,978 | |||
Class A Ordinary Shares subject to possible redemption | $ 169,250,397 | $ 169,250,397 | $ 169,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income Per Common Share (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | |||
Mar. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Class A and B Ordinary shares | |||||||
Numerator: Income (loss) allocable to ordinary shares | $ (13,153) | $ 1,359,247 | $ 7,622,890 | $ (9,242) | $ (22,395) | $ 8,982,137 | |
Class B [Member] | |||||||
Class A and B Ordinary shares | |||||||
Weighted Average Number of Shares Outstanding, Basic | 4,225,000 | 3,750,000 | 3,750,000 | 4,225,000 | |||
Weighted Average Number of Shares Outstanding, Diluted | 3,750,000 | 3,750,000 | 4,225,000 | ||||
Earnings Per Share, Basic | $ 0.06 | $ 0 | $ (0.01) | $ 0.43 | |||
Earnings Per Share, Diluted | $ 0.06 | $ 0 | $ (0.01) | $ 0.43 | |||
Class A Redeemable Common Stock [Member] | |||||||
Class A and B Ordinary shares | |||||||
Weighted Average Number of Shares Outstanding, Basic | 16,900,000 | 16,900,000 | |||||
Weighted Average Number of Shares Outstanding, Diluted | 16,900,000 | ||||||
Earnings Per Share, Basic | $ 0.06 | $ 0.43 | |||||
Earnings Per Share, Diluted | $ 0.06 | $ 0.43 | |||||
Common Stock [Member] | Class A [Member] | |||||||
Class A and B Ordinary shares | |||||||
Numerator: Income (loss) allocable to ordinary shares | $ 1,087,398 | ||||||
Weighted Average Number of Shares Outstanding, Basic | 16,900,000 | ||||||
Weighted Average Number of Shares Outstanding, Diluted | 16,900,000 | ||||||
Earnings Per Share, Basic | $ 0.06 | ||||||
Earnings Per Share, Diluted | $ 0.06 | ||||||
Common Stock [Member] | Class B [Member] | |||||||
Class A and B Ordinary shares | |||||||
Numerator: Income (loss) allocable to ordinary shares | $ 271,849 | $ (9,242) | |||||
Weighted Average Number of Shares Outstanding, Basic | 4,225,000 | 3,750,000 | |||||
Weighted Average Number of Shares Outstanding, Diluted | 4,225,000 | 3,750,000 | |||||
Earnings Per Share, Basic | $ 0.06 | $ 0 | |||||
Earnings Per Share, Diluted | $ 0.06 | $ 0 | |||||
Common Stock [Member] | Class A Redeemable Common Stock [Member] | |||||||
Class A and B Ordinary shares | |||||||
Numerator: Income (loss) allocable to ordinary shares | $ 7,185,710 | ||||||
Weighted Average Number of Shares Outstanding, Basic | 16,900,000 | ||||||
Weighted Average Number of Shares Outstanding, Diluted | 16,900,000 | ||||||
Earnings Per Share, Basic | $ 0.43 | ||||||
Earnings Per Share, Diluted | $ 0.43 | ||||||
Common Stock [Member] | Class B Non Redeemable Common Stock [Member] | |||||||
Class A and B Ordinary shares | |||||||
Numerator: Income (loss) allocable to ordinary shares | $ (22,395) | $ 1,796,427 | |||||
Weighted Average Number of Shares Outstanding, Basic | 3,750,000 | 4,225,000 | |||||
Weighted Average Number of Shares Outstanding, Diluted | 3,750,000 | 4,225,000 | |||||
Earnings Per Share, Basic | $ (0.01) | $ 0.43 | |||||
Earnings Per Share, Diluted | $ (0.01) | $ 0.43 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Cash equivalents at carrying value | $ 0 | $ 0 |
Unrecognized tax benefits | 0 | 0 |
Unrecognized tax benefits, penalties and interest accrued | 0 | 0 |
Cash, FDIC insured amount | $ 250,000 | |
Derivative instrument determination term | 12 months | |
Cash | $ 189,886 | 1,569,803 |
Investments held in the Trust Account | 169,250,397 | 169,006,966 |
Offering costs | 770,108 | |
Adjustments to Additional Paid in Capital, Stock issued, issuance costs | 8,250,000 | |
Offering costs allocated to warrant liability | 735,630 | |
Temporary equity carrying amount attributable to parent | 169,250,397 | 169,000,000 |
Outside Stockholders Equity [Member] | ||
Temporary equity carrying amount attributable to parent | 16,900,000 | 16,900,000 |
Common Class A [Member] | ||
Temporary equity carrying amount attributable to parent | $ 169,250,397 | $ 169,000,000 |
Class of warrant or right, Number of securities called by warrants or rights | 14,830,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | 6 Months Ended | 10 Months Ended | ||
Aug. 03, 2021 | Jul. 20, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Shares issued, price per share | $ 10 | |||
Common stock, conversion basis | one-for-one | |||
Common Class A [Member] | ||||
Shares issued, price per share | $ 11.5 | |||
Proceeds from initial public offering | $ 169,000,000 | |||
Common stock, shares issued | 1 | 0 | 0 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
IPO [Member] | Common Class A [Member] | ||||
Common stock, shares issued | 1 | |||
Common stock, par value | $ 0.0001 | |||
Common stock, conversion basis | Each Unit consists of one share of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Warrant”) | |||
IPO [Member] | Public Shares [Member] | ||||
Stock issued during period, shares | 15,000,000 | |||
Shares issued, price per share | $ 10 | |||
Proceeds from initial public offering | $ 150,000,000 | |||
Over-Allotment Option [Member] | Public Shares [Member] | ||||
Proceeds from initial public offering | $ 169,000,000 | |||
Over-Allotment Option [Member] | Option Units Units Sold At Option [Member] | Underwriters [Member] | ||||
Shares issued, price per share | $ 10 | |||
Stock issued during period for services, shares | 1,900,000 | |||
Proceeds from issuance of equity | $ 19,000,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - Sponsor [Member] - USD ($) | Aug. 03, 2021 | Jul. 20, 2021 |
Private placement shares lock in period | 30 days | |
Warrant [Member] | Private Placement Warrants [Member] | Private Placement [Member] | ||
Class of warrants or rights issued during period | 6,000,000 | |
Class of warrants or rights issued during period, price per warrant issued | $ 1 | |
Proceeds from private placement | $ 6,000,000 | |
Warrant [Member] | Private Placement Warrants [Member] | Over-Allotment Option [Member] | ||
Class of warrants or rights issued during period | 380,000 | |
Class of warrants or rights issued during period, price per warrant issued | $ 1 |
Related Parties - Additional I
Related Parties - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | |||||||
Jun. 28, 2021 | Mar. 04, 2021 | Feb. 25, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jul. 20, 2021 | Feb. 02, 2021 | |
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period for services, value | $ 25,000 | ||||||||||
Founder shares lock in period | 1 year | ||||||||||
Due to related party current | $ 0 | $ 0 | $ 27,250 | ||||||||
Related party transaction, selling, general and administrative expenses from transactions with related party | 30,000 | $ 0 | $ 0 | 60,000 | |||||||
Number of shares surrendered and forfeited by related party | 1,437,500 | ||||||||||
Administration And Support Services [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Accounts payable and accrued liabilities | $ 115,000 | $ 115,000 | 55,000 | ||||||||
Working Capital Loans [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument convertible, conversion price | $ 1 | $ 1 | |||||||||
Bank overdraft | $ 0 | $ 0 | 0 | ||||||||
Working Capital Loans [Member] | Notes [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument convertible carrying amount of equity component | $ 2,000,000 | $ 2,000,000 | |||||||||
Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of issued and outstanding ordinary shares | 20% | 20% | |||||||||
Sponsor [Member] | Offering Costs Paid By Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related party current | $ 100,547 | $ 100,547 | |||||||||
Sponsor [Member] | Advances From Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related party current | 61,496 | 61,496 | |||||||||
Sponsor [Member] | Administration And Support Services [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, amount of transaction | 10,000 | ||||||||||
Sponsor [Member] | Administration And Support Services [Member] | Accounts Payable and Accrued Liabilities [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, selling, general and administrative expenses from transactions with related party | 30,000 | 60,000 | |||||||||
Sponsor [Member] | Commercial Paper [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument face amount | $ 250,000 | ||||||||||
Debt instrument, interest rate stated percentage | 0% | ||||||||||
Debt instrument, payment terms | The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. | ||||||||||
Debt instrument, maturity date | Dec. 31, 2021 | ||||||||||
Short term debt | $ 0 | $ 0 | $ 0 | ||||||||
Common Class A [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, shares issued | 0 | 0 | 0 | 1 | |||||||
Number of trading days determining last reported sales price | 20 days | ||||||||||
Number of days determining last reported sales price | 30 days | ||||||||||
Threshold number of days determining last reported sales price | 150 days | ||||||||||
Common Class A [Member] | Equals Or Exceeds Twelve USD [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share price | $ 12 | $ 12 | |||||||||
Common Class B [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, shares issued | 4,225,000 | 4,225,000 | 4,225,000 | ||||||||
Common stock other shares outstanding | 4,312,500 | 4,312,500 | |||||||||
Common Class B [Member] | Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period for services, shares | 5,750,000 | ||||||||||
Stock issued during period for services, value | $ 25,000 | ||||||||||
Common stock, shares issued | 4,312,500 | 4,312,500 | |||||||||
Common Class B [Member] | Underwriters [Member] | Over-Allotment Option [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock other shares outstanding | 562,500 | 562,500 |
Commitments And Contingencies -
Commitments And Contingencies - Additional Information (Detail) - USD ($) | 6 Months Ended | |||
Aug. 03, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jul. 20, 2021 | |
Loss Contingencies [Line Items] | ||||
Deferred compensation liability classified noncurrent | $ 5,915,000 | $ 5,915,000 | ||
Shares issued, price per share | $ 10 | |||
Additional fee paid to underwriters | $ 380,000 | |||
Additional deferred fee | $ 665,000 | |||
Underwriters [Member] | Underwriting Agreement [Member] | ||||
Loss Contingencies [Line Items] | ||||
Underwriting discount per share | $ 0.2 | |||
Underwriting discount payable | $ 3,000,000 | |||
Deferred underwriting fee per unit | $ 0.35 | |||
Deferred compensation liability classified noncurrent | $ 5,250,000 | |||
Underwriters [Member] | Over-Allotment Option [Member] | Option Units Sold At Option [Member] | ||||
Loss Contingencies [Line Items] | ||||
Stock issued during period for services, shares | 1,900,000 | |||
Shares issued, price per share | $ 10 | |||
Proceeds from issuance of equity | $ 19,000,000 | |||
Underwriters [Member] | Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||||
Loss Contingencies [Line Items] | ||||
Option vesting period | 45 days | |||
Common stock shares subscribed but unissued | 2,250,000 | |||
Underwriting discount payable | $ 3,450,000 | |||
Deferred compensation liability classified noncurrent | $ 6,037,500 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | 6 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Jul. 20, 2021 | |
Class of Stock [Line Items] | |||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, Shares authorized | 2,000,000 | 2,000,000 | |
Preferred stock, Shares issued | 0 | 0 | |
Preferred stock, Shares outstanding | 0 | 0 | |
Common stock, conversion basis | one-for-one | ||
Percentage of common stock shares outstanding | 20% | ||
Class A Ordinary Shares [Member] | |||
Class of Stock [Line Items] | |||
Common stock, Par value | $ 0.0001 | $ 0.0001 | |
Common stock, Shares authorized | 200,000,000 | 200,000,000 | |
Common stock, Shares issued | 0 | 0 | 1 |
Common stock, Shares outstanding | 0 | 0 | |
Common stock, Voting rights | one | ||
Temporary Equity, Shares Outstanding | 16,900,000 | 16,900,000 | |
Class B Ordinary Shares [Member] | |||
Class of Stock [Line Items] | |||
Common stock, Par value | $ 0.0001 | $ 0.0001 | |
Common stock, Shares authorized | 20,000,000 | 20,000,000 | |
Common stock, Shares issued | 4,225,000 | 4,225,000 | |
Common stock, Shares outstanding | 4,225,000 | 4,225,000 | |
Common stock, Voting rights | one |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Warrants [Line Items] | |
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 |
Common Class A [Member] | Share Price Equals Or Exceeds Eighteen USD [Member] | |
Warrants [Line Items] | |
Share price | $ 18 |
Common Class A [Member] | Share Price Equals Or Exceeds Ten USD [Member] | |
Warrants [Line Items] | |
Share price | $ 10 |
Public Warrants [Member] | |
Warrants [Line Items] | |
Class of warrants or rights, Days from which warrants are exercisable | 30 days |
Class of warrants or rights, Months from which warrants are exercisable | 12 months |
Class of warrants or rights, Outstanding term | 5 years |
Class of warrant or right, Redemption price | $ 0.01 |
Minimum notice period to be given to the holders of warrants | 30 days |
Redemption period | 30 days |
Number of trading days for determining the share price | 20 days |
Number of consecutive trading days for determining the share price | 30 days |
Private Placement Warrants [Member] | Common Class A [Member] | |
Warrants [Line Items] | |
Lock in period | 30 days |
Warrant [Member] | |
Warrants [Line Items] | |
Class of warrant or right, Redemption price | $ 0.1 |
Minimum notice period to be given to the holders of warrants | 30 days |
Warrant [Member] | IPO [Member] | |
Warrants [Line Items] | |
Class of warrants or rights issued during period | shares | 14,830,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities that are Measured at Fair Value (Detail) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Assets, Fair Value Disclosure [Abstract] | ||
Investment held in Trust Account | $ 169,250,397 | $ 169,006,966 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Investment held in Trust Account | 169,250,397 | 169,006,966 |
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liability | 1,010,620 | 7,436,000 |
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liability | $ 763,048 | $ 5,614,400 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Line Items] | |||||
Derivative Liability, Noncurrent | $ 1,773,668 | $ 1,773,668 | $ 13,050,400 | ||
Gain (Loss) on Derivative Instruments, Net, Pretax | $ 1,379,190 | $ 0 | $ 0 | 11,276,732 | |
Private Warrants [Member] | |||||
Fair Value Disclosures [Line Items] | |||||
Gain (Loss) on Derivative Instruments, Net, Pretax | 4,851,352 | ||||
Public Warrants [Member] | |||||
Fair Value Disclosures [Line Items] | |||||
Gain (Loss) on Derivative Instruments, Net, Pretax | $ 6,425,380 |