Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Mar. 25, 2022 | |
Entity Listings [Line Items] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Period End Date | Dec. 31, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Document Transition Report | false | |
Entity File Number | 001-41041 | |
Entity Registrant Name | DP CAP ACQUISITION CORP I | |
Entity Central Index Key | 0001857803 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 22 Boston Wharf Road | |
Entity Address, Address Line Two | 7th Floor | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02210 | |
City Area Code | 617 | |
Local Phone Number | 874-5152 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
ICFR Auditor Attestation Flag | false | |
Entity Shell Company | true | |
Entity Public Float | $ 225,975,000 | |
Auditor Name | Marcum LLP | |
Auditor Firm ID | 688 | |
Auditor Location | New York | |
Units [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | DPCSU | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A ordinary share, par value $0.0001 per share | |
Trading Symbol | DPCS | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Redeemable Warrants [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable public warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | DPCSW | |
Security Exchange Name | NASDAQ | |
Class B Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2021USD ($) |
Current Assets: | |
Cash | $ 1,440,299 |
Prepaid expenses | 234,000 |
Other current assets | 14,250 |
Total Current Assets | 1,688,549 |
Other non-current assets | 199,381 |
Marketable securities held in Trust Account | 234,600,000 |
Total assets | 236,487,930 |
Current liabilities: | |
Accounts payable | 114,077 |
Accrued expenses | 6,041 |
Total Current Liabilities | 120,118 |
Deferred underwriting fee payable | 8,050,000 |
Convertible loan from related party | 4,600,000 |
Total liabilities | 12,770,118 |
Commitments and Contingencies (Note 6) | |
Class A ordinary shares subject to possible redemption, 23,000,000 shares at $10.20 per share | 234,600,000 |
Shareholders' Deficit | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 0 |
Accumulated deficit | (10,882,763) |
Total Shareholders' deficit | (10,882,188) |
Total liabilities, Class A ordinary shares subject to to possible redemption and shareholders' deficit | 236,487,930 |
Class A Ordinary Shares [Member] | |
Current liabilities: | |
Class A ordinary shares subject to possible redemption, 23,000,000 shares at $10.20 per share | 234,600,000 |
Shareholders' Deficit | |
Common stock - $0.0001 par value | 0 |
Class B Ordinary Shares [Member] | |
Shareholders' Deficit | |
Common stock - $0.0001 par value | $ 575 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Shareholders' Deficit | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 |
Preferred stock, shares outstanding (in shares) | 0 |
Class A Ordinary Shares [Member] | |
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | |
Shares subject to possible redemption | 23,000,000 |
Shares subject to possible redemption (in dollars per share) | $ / shares | $ 10.20 |
Shareholders' Deficit | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 200,000,000 |
Ordinary shares, shares issued (in shares) | 0 |
Ordinary shares, shares outstanding (in shares) | 0 |
Class B Ordinary Shares [Member] | |
Shareholders' Deficit | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 20,000,000 |
Ordinary shares, shares issued (in shares) | 5,750,000 |
Ordinary shares, shares outstanding (in shares) | 5,750,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 9 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Operating expenses: | |
Formation and operating costs | $ | $ 259,036 |
Loss from operations | $ | (259,036) |
Net loss | $ | $ (259,036) |
Class A Ordinary Shares [Member] | |
Operating expenses: | |
Weighted average number of shares, basic (in shares) | shares | 4,291,045 |
Weighted average number of shares, diluted (in shares) | shares | 4,291,045 |
Basic net loss per share (in dollars per share) | $ / shares | $ (0.03) |
Diluted net loss per share (in dollars per share) | $ / shares | $ (0.03) |
Class B Ordinary Shares [Member] | |
Operating expenses: | |
Weighted average number of shares, basic (in shares) | shares | 5,139,925 |
Weighted average number of shares, diluted (in shares) | shares | 5,139,925 |
Basic net loss per share (in dollars per share) | $ / shares | $ (0.03) |
Diluted net loss per share (in dollars per share) | $ / shares | $ (0.03) |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - 9 months ended Dec. 31, 2021 - USD ($) | Common Stock [Member]Class A Ordinary Shares [Member] | Common Stock [Member]Class B Ordinary Shares [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Apr. 07, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance (in shares) at Apr. 07, 2021 | 0 | 0 | |||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||
Issuance of Founder Shares to Sponsor | $ 0 | $ 575 | 24,425 | 0 | 25,000 |
Issuance of Founder Shares to Sponsor (in shares) | 0 | 5,750,000 | |||
Allocation of IPO proceeds to public warrants | $ 0 | $ 0 | 6,900,000 | 0 | 6,900,000 |
Other offering costs allocated to warrants | 0 | 0 | (408,915) | 0 | (408,915) |
Proceeds from the sale of private placement warrants | 0 | 0 | 7,100,000 | 0 | 7,100,000 |
Remeasurement of Class A ordinary shares to redemption value | 0 | 0 | (13,615,510) | (10,623,727) | (24,239,237) |
Net loss | 0 | 0 | 0 | (259,036) | (259,036) |
Ending balance at Dec. 31, 2021 | $ 0 | $ 575 | $ 0 | $ (10,882,763) | $ (10,882,188) |
Ending balance (in shares) at Dec. 31, 2021 | 0 | 5,750,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (259,036) |
Changes in operating assets and liabilities: | |
Prepaid expenses and other assets | (447,631) |
Accounts payable | 103,285 |
Accrued expenses | 6,041 |
Net cash used in operating activities | (597,341) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (234,600,000) |
Net cash used in investing activities | (234,600,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Founder Shares to Sponsor | 25,000 |
Proceeds from note payable from related party | 4,600,000 |
Repayment of note payable and advances from related party | (159,025) |
Proceeds from sale of Class A shares, gross | 230,000,000 |
Proceeds from sale of Private Placement Warrants | 7,100,000 |
Less: offering costs | (4,928,335) |
Net cash provided by financing activities | 236,637,640 |
Net increase in cash | 1,440,299 |
Cash at beginning of period | 0 |
Cash at end of period | 1,440,299 |
Supplemental disclosure of non-cash financing activities: | |
Initial Class A shares subject to possible redemption | 210,360,762 |
Immediate remeasurement of Class A ordinary shares to redemption value | 24,239,237 |
Offering costs paid through promissory note - related party | (159,025) |
Offering costs included in accounts payable | 10,792 |
Deferred underwriting fee payable | $ 8,050,000 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS Organization and General DP Cap Acquisition Corp I (the “Company”) is a blank check company incorporated in the Cayman Islands on April 8, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from April 8, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the Public Offering (as defined below) and subsequent to the Public Offering, the search for a target for its initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash from the proceeds derived from the Public Offering on November 12, 2021 (“Public Offering” or “IPO”). The Company has selected December 31 as its fiscal year end. On November 12, 2021, the Company consummated its Public Offering of 23,000,000 units (the “Units”), which included the exercise in full of the underwriter’s option to purchase an additional 3,000,000 Units at the Public Offering price to cover over-allotments. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half Simultaneously with the closing of the Public Offering, the Company completed the private sale of 4,733,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant (the “Private Placement”), to DP Investment Management Sponsor I LLC (the “Sponsor”), generating gross proceeds to the Company of $7,100,000, which is described in Note 4. Each Private Placement Warrant entitles the holder to purchase one Class A Ordinary Share at an exercise price of $11.50 per share. Simultaneously with the closing of the IPO, pursuant to the Sponsor’s promissory note (the “Sponsor Note”), the Sponsor loaned $4,600,000 to the Company (the “Sponsor Loan”) at no interest. The proceeds of the Sponsor Note were deposited into the Trust Account (described below) and will be repaid or converted into warrants (the “Sponsor Loan Warrants”) at a conversion price of $1.50 per Sponsor Loan Warrant, at the Sponsor’s discretion and at any time until the consummation of the Company’s initial business combination. The Sponsor Loan Warrants are identical to the Private Placement Warrants. Transaction costs amounted to $13,148,152, including $8,050,000 in deferred underwriting fees, $4,600,000 in paid underwriting fees and $498,152 in other offering costs, which were recognized in accordance with Staff Accounting Bulletin Topic 5A and 5T. Upon completion of the Public Offering, cash of $2,030,974 was held outside of the Trust Account (as defined below) for the payment of offering costs and for working capital purposes. Offering costs were allocated between the Class A Ordinary Shares, Public Warrants and Private warrants using the relative fair value method. A total of $234,600,000 ($10.20 per unit), comprised of $225,400,000 of the net proceeds from the IPO, $4,600,000 of the proceeds of the sale of the Private Placement Warrants and $4,600,000 of the proceeds from a loan by the Sponsor under the Sponsor Note, was placed in a U.S.-based Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account (the “Trust Account”) that may be released to the Company to pay its taxes and winding up and dissolution expenses, the funds held in the Trust Account will not be released from the Trust Account until (i) the completion of the Company’s initial business combination, or (ii) the redemption of any of the Company’s public shares properly tendered in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association to (A) modify the substance or timing of its obligation to provide holders of its Class A ordinary shares the right to have their shares redeemed in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 18 months from the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, and (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 18 months from the closing of the IPO, subject to applicable law. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in the Trust Account and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into a Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Public Offering, management has agreed that an amount equal to at least $10.20 per Unit sold in the Public Offering, will be held in a Trust Account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States ‘‘government securities’’ within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company is required to provide the holders (the “Public Shareholders”) of the Company’s issued and outstanding Class A ordinary shares, par value $0.0001 per share, sold in the Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer. 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, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially $10.20 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “A&R M&As”), 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 law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined below in Note 5) (“the initial shareholders”) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Public Offering in favor of a Business Combination. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The A&R M&As 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 initial shareholders have agreed not to propose an amendment to the A&R M&As (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 18 months from the closing of the Public Offering (the “Combination Period”), which is April 12, 2023, and the Company’s shareholders have not amended the A&R M&As to extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten The initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquired Public Shares in or acquire Public Shares after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the 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 residual assets remaining available for distribution (including Trust Account assets) will be only $10.20. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s 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 (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.20 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity Prior to the completion of the Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date these financial statements are issued and therefore substantial doubt has been alleviated. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the economy and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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 estimates, could change in the near term. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all highly-liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. The Company had no cash equivalents as of December 31, 2021. Marketable Securities Held in Trust Account The Company’s marketable securities consist of a portfolio of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, each with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities and are recognized at fair value. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Gains and losses resulting from the change in fair value of these securities are included in gain on investments held in the Trust Account in the statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Net Loss Per Ordinary Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of Class A ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture . The Company has not considered the effect of the warrants sold in the Public Offering and private placement to purchase an aggregate of 16,233,333 shares in the calculation of diluted loss per share, since the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of loss per share. Consistent with ASC Topic 480-10-S99-3A, remeasurement associated with the redeemable ordinary shares is excluded from earnings per share as the redemption value approximates its fair value. However, the diluted earnings per share calculation includes the shares subject to forfeiture from the first day of the interim period in which the contingency on such shares was resolved, if dilutive. A reconciliation of net income (loss) per ordinary share is as follows: Period from April 8, 2021 (inception) through December 31, 2021 Class A Class B Allocation of net loss $ (117,860 ) (141,176 ) Basic and diluted weighted average shares outstanding 4,291,045 5,139,925 Basic and diluted net loss per share $ (0.03 ) (0.03 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company had no net deferred tax assets as of December 31, 2021. 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. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Warrants The Company accounts for the 16,233,333 warrants issued in connection with the IPO (the 11,500,000 Public Warrants and the 4,733,333 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity (“ASC 815-40” ) and ASC 480 “Distinguishing Liabilities from Equity.” We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging”. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. Sponsor Loan When the Company issues convertible debt it first evaluates the balance sheet classification of the convertible instrument in its entirety to determine whether the instrument should be classified as a liability under ASC 480 and second whether the conversion feature should be accounted for separately from the host instrument. A conversion feature of a convertible debt instrument or certain convertible preferred stock would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a stand-alone instrument, meets the definition of an “embedded derivative” as defined in ASC 815. Generally, characteristics that require derivative treatment include, among others, when the conversion feature is not indexed to the Company’s equity, as defined in ASC 815-40, or when it must be settled either in cash or by issuing stock that is readily convertible to cash. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a derivative liability carried on the balance sheet at fair value, with any changes in its fair value recognized currently in the statement of operations. The Sponsor Loan has a conversion feature that allows for converting the loan into warrants. The Company performed an evaluation as outlined and determined that it qualifies for exemption as an equity instrument and is not bifurcated. Recent Accounting Standards In August 2020, the FASB issued Accounting Standard Update (“ASU”) No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”)”, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on the inception date. Adoption of the ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2021 | |
INITIAL PUBLIC OFFERING [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3 - PUBLIC OFFERING Pursuant to the Public Offering, the Company offered 23,000,000 Units at a price of $10.00 per Unit, which included the exercise in full of the underwriter's option to purchase an additional 3,000,000 Units at the Public Offering price to cover over-allotments. Each Unit consisted of one Class A ordinary share and one-half On November 12, 2021, the Sponsor issued a promissory note for $4,600,000, the proceeds from which were deposited into the Trust Account. Additionally, on November 12, 2021, the Sponsor purchased 4,733,333 Private Placement Warrants at $1.50 per unit. The sale of the Private Placement Warrants to the Sponsor generated proceeds of $7,100,000. Of these proceeds, $4,600,000 was deposited into the Trust Account. The remaining cash was deposited into the Company’s operating account for future business expenditures. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2021 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4 - PRIVATE PLACEMENT The Sponsor purchased an aggregate of 4,733,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, or approximately $7,100,000 in the aggregate in a private placement that occurred simultaneously with the closing of the Public Offering. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per ordinary share. $4,600,000 of the proceeds from the sale of the Private Placement Warrants to the Sponsor were added to the proceeds from the Public Offering to be held in the Trust Account. The remaining cash was deposited into the Company’s operating account for future working capital purposes. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Sponsor, as purchaser of the Private Placement Warrants, agreed, subject to limited exceptions, not to transfer, assign or sell any of the Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. In addition, 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”). If the Company completes a Business Combination, the Company would repay any outstanding Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, any outstanding Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of funds held outside the Trust Account to repay any outstanding Working Capital Loans but no funds held in the Trust Account would be used to repay any outstanding Working Capital Loans. Any outstanding Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of December 31, 2021, there were no Working Capital Loans outstanding. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 - RELATED PARTY TRANSACTIONS Founder Shares In May 13, 2021, the Sponsor, along with certain funds controlled by Data Point Capital, acquired 5,750,000 Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000. Up to 750,000 Founder Shares were subject to forfeiture in the event that the underwriter did not purchase additional Units to cover over-allotments. Prior to the initial investment in the Company of $25,000 by our Sponsor along with certain funds controlled by Data Point Capital, we had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. Up to 750,000 Founder Shares held by the initial shareholders were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option was exercised. Following the exercise in full of the underwriter’s over-allotment option on November 12, 2021, no Founder Shares remain subject to forfeiture. The Founder Shares will automatically convert into Class A ordinary shares on the first business day following the completion of our initial business combination, at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate on an as-converted basis, 20% of the sum of (i) the total number of all Class A ordinary shares issued and outstanding, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion of the Founder Shares plus (iii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding (x) any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination, and (y) the Private Placement Warrants issued to the Sponsor, any Sponsor Loan Warrants which may be issued to the Sposnor, and any private placement warrants issued to our Sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans (as defined in Note 4.) In no event will the Founder Shares convert into Class A ordinary shares at a rate less than one-to-one. Prior to our initial business combination, only holders of our Founder Shares will be entitled to vote on the appointment of directors. Promissory Note — Related Party Prior to the closing of the Public Offering, the Sponsor agreed to loan the Company under an unsecured promissory note up to $300,000 to be used for a portion of the expenses of the Public Offering. The unsecured promissory note was non-interest bearing and was due at the earlier of December 31, 2021 and the closing of the Public Offering. As of December 31, 2021, no amounts were outstanding under the unsecured promissory note. The Company borrowed an aggregate of $159,025 under the unsecured promissory note and the loan was subsequently paid in full in connection with the consummation of the Public Offering and the unsecured promissory note is no longer available to the Company. Sponsor Loan The Sponsor loaned the Company $4,600,000 as of the closing date of the Public Offering. The Sponsor Loan bears no interest. The proceeds of the Sponsor Note were deposited into the Trust Account and can be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Sponsor Loan shall be repaid or converted into Sponsor Loan Warrants at a conversion price of $1.50 per Sponsor Loan Warrant, at the discretion of the Sponsor, upon the consummation of a Business Combination. The Sponsor Loan was extended in order to ensure that the amount in the Trust Account is $10.20 per public share. If the Company does not consummate a Business Combination and the Sponsor Loan has not been converted into Sponsor Loan Warrants by such time, the Company will not repay the Sponsor Loan and its proceeds will be distributed to the Public Shareholders. The Sponsor has waived any claims against the Trust Account in connection with the Sponsor Loan. As of December 31, 2021, there was $4,600,000 outstanding under the Sponsor Loan. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 - COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Sponsor Loan and the Working Capital Loans), will be entitled to registration rights pursuant to the registration rights agreement, dated as of November 8, 2021, by and among the Company, the Sponsor and the undersigned parties listed under holders thereto. These holders will be entitled to certain demand and “piggyback” registration rights. 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 termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter was entitled to an underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate paid at the closing of the Public Offering. An additional fee of $0.35 per Unit, or $8,050,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions, which is included in the accompanying balance sheet. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
CLASS A ORDINARY SHARES SUBJECT
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | 12 Months Ended |
Dec. 31, 2021 | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION [Abstract] | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | NOTE 7 - 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, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, such shares of the Company are classified as temporary equity. At December 31, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled as follows: Gross proceeds $ 230,000,000 Less: Class A ordinary shares issuance costs (12,739,237 ) Fair value of Public Warrants at issuance (6,900,000 ) Plus: Accretion of carrying value to redemption value 24,239,237 Class A ordinary shares subject to possible redemption $ 234,600,000 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
SHAREHOLDERS' EQUITY [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 8 - SHAREHOLDERS’ EQUITY Preference Shares — The Company is authorized to issue 1,000,000 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 December 31, 2021, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2021, there were no Class A ordinary shares issued and outstanding Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of December 31, 2021, 5,750,000 Class B ordinary shares were issued and outstanding. Up to 750,000 of Founder Shares were subject to forfeiture in the event that the underwriter did not purchase additional units to cover over-allotments. The underwriters’ over-allotment option was exercised on November 12, 2021 and forfeiture restrictions lapsed. Prior to the initial investment in the Company of $25,000 by our Sponsor along with certain funds controlled by Data Point Capital, we had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares shall have the right to vote on the election of the Company’s directors prior to the Business Combination. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
WARRANTS [Abstract] | |
WARRANTS | NOTE 9 - WARRANTS Public Warrants may only be exercised for a whole number of Class A ordinary shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to the Public Warrants is available and such Class A ordinary shares issuable upon exercise of the Public Warrants are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their Public Warrants on a cashless basis under certain circumstances as a result of the Company’s failure to have an effective registration statement by the 60th business day after the closing of the Business Combination). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those Class A ordinary shares until the Public Warrants expire or are redeemed. If the shares issuable upon exercise of the Public Warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their Public Warrants on a cashless basis. However, no Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any Class A ordinary shares to holders seeking to exercise their Public Warrants, unless the issuance of the Class A ordinary shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in the Public Warrant Agreement, dated November 8, 2021 by and between the Company and Continental Stock Transfer & Trust Company, under “Redemption of warrants for Class A ordinary shares” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that, (i) they will not be redeemable by the Company, (ii) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination, and (iii) are subject to registration rights. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 : Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ■ in whole and not in part; ■ at a price of $0.01 per warrant; ■ upon a minimum of 30 days’ prior written notice of redemption; and ■ if, and only if the last reported sale price of Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). The Company will not redeem the Public Warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. In no event will the Company be required to net cash settle any Public Warrant. If the Company is unable to complete a Business Combination within the Combination Period or during any extended time that we have to consummate a business combination beyond 18 months as a result of a shareholder vote to amend our amended and restated memorandum and articles of association 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 the respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2021 by level within the fair value hierarchy: Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Marketable securities held in Trust Account $ 234,600,000 $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the period from April 8, 2021 (inception) through December 31, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the economy and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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 estimates, could change in the near term. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly-liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. The Company had no cash equivalents as of December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account The Company’s marketable securities consist of a portfolio of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, each with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities and are recognized at fair value. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Gains and losses resulting from the change in fair value of these securities are included in gain on investments held in the Trust Account in the statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of Class A ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture . The Company has not considered the effect of the warrants sold in the Public Offering and private placement to purchase an aggregate of 16,233,333 shares in the calculation of diluted loss per share, since the inclusion of such warrants would be anti-dilutive. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company had no net deferred tax assets as of December 31, 2021. 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. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Warrants | Warrants The Company accounts for the 16,233,333 warrants issued in connection with the IPO (the 11,500,000 Public Warrants and the 4,733,333 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity (“ASC 815-40” ) and ASC 480 “Distinguishing Liabilities from Equity.” We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging”. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. |
Sponsor Loan | Sponsor Loan When the Company issues convertible debt it first evaluates the balance sheet classification of the convertible instrument in its entirety to determine whether the instrument should be classified as a liability under ASC 480 and second whether the conversion feature should be accounted for separately from the host instrument. A conversion feature of a convertible debt instrument or certain convertible preferred stock would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a stand-alone instrument, meets the definition of an “embedded derivative” as defined in ASC 815. Generally, characteristics that require derivative treatment include, among others, when the conversion feature is not indexed to the Company’s equity, as defined in ASC 815-40, or when it must be settled either in cash or by issuing stock that is readily convertible to cash. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a derivative liability carried on the balance sheet at fair value, with any changes in its fair value recognized currently in the statement of operations. The Sponsor Loan has a conversion feature that allows for converting the loan into warrants. The Company performed an evaluation as outlined and determined that it qualifies for exemption as an equity instrument and is not bifurcated. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standard Update (“ASU”) No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”)”, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on the inception date. Adoption of the ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Reconciliation of Net Income (Loss) Per Ordinary Share | A reconciliation of net income (loss) per ordinary share is as follows: Period from April 8, 2021 (inception) through December 31, 2021 Class A Class B Allocation of net loss $ (117,860 ) (141,176 ) Basic and diluted weighted average shares outstanding 4,291,045 5,139,925 Basic and diluted net loss per share $ (0.03 ) (0.03 ) |
CLASS A ORDINARY SHARES SUBJE_2
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION [Abstract] | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | At December 31, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled as follows: Gross proceeds $ 230,000,000 Less: Class A ordinary shares issuance costs (12,739,237 ) Fair value of Public Warrants at issuance (6,900,000 ) Plus: Accretion of carrying value to redemption value 24,239,237 Class A ordinary shares subject to possible redemption $ 234,600,000 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Financial Assets Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2021 by level within the fair value hierarchy: Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Marketable securities held in Trust Account $ 234,600,000 $ — $ — |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATIONS (Details) | Nov. 12, 2021USD ($)Business$ / sharesshares | Dec. 31, 2021USD ($)$ / shares |
Description of Organization and Business Operations [Abstract] | ||
Gross proceeds from initial public offering | $ 25,000 | |
Gross proceeds from private placement | 7,100,000 | |
Proceeds from Sponsor | 4,600,000 | |
Deferred underwriting commissions | $ 8,050,000 | |
Underwriting commissions | 4,600,000 | |
Cash held outside Trust Account | 1,440,299 | |
Cash deposited in Trust Account | $ 234,600,000 | $ 234,600,000 |
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10.20 | |
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100.00% | |
Period to complete Business Combination from closing of Initial Public Offering | 18 months | |
Minimum [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Number of operating businesses included in Initial Business Combination | Business | 1 | |
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80.00% | |
Post-transaction ownership percentage of the target business | 50.00% | |
Percentage of Public Shares restricted from redeeming without prior consent | 15.00% | |
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | |
Maximum [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Amount of interest to pay dissolution expenses | $ 100,000 | |
Sponsor [Member] | Sponsor Loan [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Proceeds from Sponsor | $ 4,600,000 | |
Promissory note interest rate | 0.00% | |
Cash deposited in Trust Account | $ 4,600,000 | |
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10.20 | |
Private Placement Warrants [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Warrants issued (in shares) | shares | 4,733,333 | |
Private Placement Warrants [Member] | Sponsor [Member] | Sponsor Loan [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Conversion price of warrant (in dollars per share) | $ / shares | $ 1.50 | |
Class A Ordinary Shares [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Transaction costs | $ 12,739,237 | |
Public Offering [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Units issued (in shares) | shares | 23,000,000 | |
Share price (in dollars per share) | $ / shares | $ 10 | |
Gross proceeds from initial public offering | $ 230,000,000 | |
Warrants issued (in shares) | shares | 16,233,333 | |
Transaction costs | $ 13,148,152 | |
Deferred underwriting commissions | 8,050,000 | |
Underwriting commissions | 4,600,000 | |
Other offering costs | 498,152 | |
Cash held outside Trust Account | 2,030,974 | |
Cash deposited in Trust Account | $ 225,400,000 | |
Sale price of unit (in dollars per share) | $ / shares | $ 10.20 | |
Public Offering [Member] | Public Warrant [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Number of securities called by each Unit (in shares) | shares | 0.5 | |
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 | |
Public Offering [Member] | Class A Ordinary Shares [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Number of securities called by each Unit (in shares) | shares | 1 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Number of shares issued upon exercise of warrant (in shares) | shares | 1 | |
Over-Allotment Option [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Units issued (in shares) | shares | 3,000,000 | |
Share price (in dollars per share) | $ / shares | $ 10 | |
Private Placement [Member] | Private Placement Warrants [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Exercise price of warrant (in dollars per share) | $ / shares | 11.50 | |
Share price (in dollars per share) | $ / shares | $ 1.50 | |
Warrants issued (in shares) | shares | 4,733,333 | |
Gross proceeds from private placement | $ 7,100,000 | |
Cash deposited in Trust Account | $ 4,600,000 | |
Private Placement [Member] | Class A Ordinary Shares [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | shares | 1 | |
Private Placement [Member] | Class A Ordinary Shares [Member] | Private Placement Warrants [Member] | ||
Description of Organization and Business Operations [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | shares | 1 | |
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) | Dec. 31, 2021USD ($) |
Cash and Cash Equivalents [Abstract] | |
Cash equivalents | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Loss Per Ordinary Share (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
Class A [Member] | ||
Reconciliation of Net Income (Loss) Per Ordinary Share [Abstract] | ||
Allocation of net loss | $ (117,860) | |
Basic weighted average shares outstanding (in shares) | 4,291,045 | |
Diluted weighted average shares outstanding (in shares) | 4,291,045 | |
Basic net loss per share (in dollars per share) | $ (0.03) | |
Diluted net loss per share (in dollars per share) | $ (0.03) | |
Class B [Member] | ||
Reconciliation of Net Income (Loss) Per Ordinary Share [Abstract] | ||
Allocation of net loss | $ (141,176) | |
Basic weighted average shares outstanding (in shares) | 5,139,925 | |
Diluted weighted average shares outstanding (in shares) | 5,139,925 | |
Basic net loss per share (in dollars per share) | $ (0.03) | |
Diluted net loss per share (in dollars per share) | $ (0.03) | |
Warrant [Member] | ||
Net Loss Per Ordinary Share [Abstract] | ||
Shares excluded in calculation of diluted loss per share (in shares) | 16,233,333 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Income Taxes [Abstract] | |
Net deferred tax assets | $ 0 |
Unrecognized tax benefits | 0 |
Accrued interest and penalties | 0 |
Income tax provision | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Warrants (Details) | Nov. 12, 2021shares |
Public Warrants [Member] | |
Warrants [Abstract] | |
Warrants issued (in shares) | 11,500,000 |
Private Placement Warrants [Member] | |
Warrants [Abstract] | |
Warrants issued (in shares) | 4,733,333 |
Public Offering [Member] | |
Warrants [Abstract] | |
Warrants issued (in shares) | 16,233,333 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | Nov. 12, 2021 | Dec. 31, 2021 |
Public Offering [Abstract] | ||
Proceeds from Sponsor | $ 4,600,000 | |
Gross proceeds from private placement | 7,100,000 | |
Cash deposited in Trust Account | $ 234,600,000 | $ 234,600,000 |
Sponsor [Member] | Sponsor Loan [Member] | ||
Public Offering [Abstract] | ||
Proceeds from Sponsor | 4,600,000 | |
Cash deposited in Trust Account | $ 4,600,000 | |
Public Warrants [Member] | ||
Public Offering [Abstract] | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Warrants issued (in shares) | 11,500,000 | |
Private Placement Warrants [Member] | ||
Public Offering [Abstract] | ||
Warrants issued (in shares) | 4,733,333 | |
Public Offering [Member] | ||
Public Offering [Abstract] | ||
Units issued (in shares) | 23,000,000 | |
Unit price (in dollars per share) | $ 10 | |
Warrants issued (in shares) | 16,233,333 | |
Cash deposited in Trust Account | $ 225,400,000 | |
Public Offering [Member] | Public Warrants [Member] | ||
Public Offering [Abstract] | ||
Number of securities called by each Unit (in shares) | 0.50 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Public Offering [Member] | Class A Ordinary Share [Member] | ||
Public Offering [Abstract] | ||
Number of securities called by each Unit (in shares) | 1 | |
Number of shares issued upon exercise of warrant (in shares) | 1 | |
Over-Allotment Option [Member] | ||
Public Offering [Abstract] | ||
Units issued (in shares) | 3,000,000 | |
Unit price (in dollars per share) | $ 10 | |
Private Placement [Member] | Private Placement Warrants [Member] | ||
Public Offering [Abstract] | ||
Unit price (in dollars per share) | 1.50 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Warrants issued (in shares) | 4,733,333 | |
Gross proceeds from private placement | $ 7,100,000 | |
Cash deposited in Trust Account | $ 4,600,000 | |
Private Placement [Member] | Class A Ordinary Share [Member] | ||
Public Offering [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 1 | |
Private Placement [Member] | Class A Ordinary Share [Member] | Private Placement Warrants [Member] | ||
Public Offering [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 1 | |
Exercise price of warrant (in dollars per share) | $ 11.50 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Nov. 12, 2021 | Dec. 31, 2021 |
Private Placement Warrants [Abstract] | ||
Gross proceeds from private placement | $ 7,100,000 | |
Cash deposited in Trust Account | $ 234,600,000 | 234,600,000 |
Working Capital Loans [Member] | ||
Private Placement Warrants [Abstract] | ||
Loans outstanding | 0 | |
Working Capital Loans [Member] | Sponsor or Affiliate of Sponsor or Certain of Officers and Directors [Member] | ||
Private Placement Warrants [Abstract] | ||
Conversion price of warrant (in dollars per share) | $ 1.50 | |
Working Capital Loans [Member] | Sponsor or Affiliate of Sponsor or Certain of Officers and Directors [Member] | Maximum [Member] | ||
Private Placement Warrants [Abstract] | ||
Loans that can be converted into Warrants at lenders' discretion | $ 1,500,000 | |
Private Placement Warrants [Member] | ||
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 4,733,333 | |
Number of trading days | 30 days | |
Private Placement [Member] | Class A Ordinary Shares [Member] | ||
Private Placement Warrants [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 1 | |
Private Placement [Member] | Private Placement Warrants [Member] | ||
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 4,733,333 | |
Share price (in dollars per share) | $ 1.50 | |
Gross proceeds from private placement | $ 7,100,000 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Cash deposited in Trust Account | $ 4,600,000 | |
Private Placement [Member] | Private Placement Warrants [Member] | Class A Ordinary Shares [Member] | ||
Private Placement Warrants [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 1 | |
Exercise price of warrant (in dollars per share) | $ 11.50 |
RELATED PARTY TRANSACTIONS, Fou
RELATED PARTY TRANSACTIONS, Founder Shares (Details) | 1 Months Ended | 9 Months Ended |
Apr. 30, 2021USD ($)shares | Dec. 31, 2021USD ($)shares | |
Founder Shares [Abstract] | ||
Proceeds from issuance of ordinary share | $ | $ 25,000 | |
Class A Ordinary Shares [Member] | Minimum [Member] | ||
Founder Shares [Abstract] | ||
Stock conversion basis at time of business combination | 1 | |
Sponsor [Member] | Class A Ordinary Shares [Member] | ||
Founder Shares [Abstract] | ||
Ownership interest, as converted percentage | 20.00% | |
Sponsor [Member] | Class B Ordinary Shares [Member] | ||
Founder Shares [Abstract] | ||
Number of shares issued (in shares) | 5,750,000 | |
Proceeds from issuance of ordinary share | $ | $ 25,000 | $ 25,000 |
Number of shares subject to forfeiture (in shares) | 0 | |
Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member] | ||
Founder Shares [Abstract] | ||
Number of shares subject to forfeiture (in shares) | 750,000 |
RELATED PARTY TRANSACTIONS, Pro
RELATED PARTY TRANSACTIONS, Promissory Note (Details) - USD ($) | Nov. 12, 2021 | Dec. 31, 2021 |
Related Party Transactions [Abstract] | ||
Proceeds from Sponsor | $ 4,600,000 | |
Repayment of promissory note | $ 159,025 | |
Cash deposited in Trust Account per Unit (in dollars per share) | $ 10.20 | |
Sponsor [Member] | Promissory Note [Member] | ||
Related Party Transactions [Abstract] | ||
Maximum borrwoing capacity | $ 300,000 | |
Proceeds from Sponsor | 159,025 | |
Repayment of promissory note | $ 159,025 | |
Loans outstanding | 0 | |
Sponsor [Member] | Sponsor Loan [Member] | ||
Related Party Transactions [Abstract] | ||
Proceeds from Sponsor | $ 4,600,000 | |
Cash deposited in Trust Account per Unit (in dollars per share) | $ 10.20 | |
Loans outstanding | $ 4,600,000 | |
Sponsor [Member] | Sponsor Loan [Member] | Private Placement Warrants [Member] | ||
Related Party Transactions [Abstract] | ||
Conversion price of warrant (in dollars per share) | $ 1.50 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Nov. 12, 2021USD ($)$ / shares |
Underwriting Agreement [Abstract] | |
Payments for underwriting discount per unit (in dollars per share) | $ / shares | $ 0.20 |
Payments for underwriting discount | $ | $ 4,600,000 |
Deferred underwriting fee per unit (in dollars per share) | $ / shares | $ 0.35 |
Payments of underwriters for deferred underwriting commissions | $ | $ 8,050,000 |
CLASS A ORDINARY SHARES SUBJE_3
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details) | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Common Stock Subject to Possible Redemption [Abstract] | |
Gross proceeds | $ 230,000,000 |
Accretion of carrying value to redemption value | 24,239,237 |
Class A ordinary shares subject to possible redemption | 234,600,000 |
Public Warrants [Member] | |
Common Stock Subject to Possible Redemption [Abstract] | |
Fair value of Public Warrants at issuance | (6,900,000) |
Class A Ordinary Share [Member] | |
Common Stock Subject to Possible Redemption [Abstract] | |
Class A ordinary shares issuance costs | (12,739,237) |
Class A ordinary shares subject to possible redemption | $ 234,600,000 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Apr. 30, 2021 | Dec. 31, 2021 | |
Stockholders' Equity [Abstract] | ||
Preference shares, shares authorized (in shares) | 1,000,000 | |
Preference shares, par value (in dollars per share) | $ 0.0001 | |
Preference shares, shares issued (in shares) | 0 | |
Preference shares, shares outstanding (in shares) | 0 | |
Proceeds from issuance of ordinary share | $ 25,000 | |
Class A Ordinary Shares [Member] | ||
Stockholders' Equity [Abstract] | ||
Ordinary shares, shares authorized (in shares) | 200,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | |
Ordinary shares, shares issued (in shares) | 0 | |
Ordinary shares, shares outstanding (in shares) | 0 | |
Ordinary shares subject to possible redemption, shares outstanding (in shares) | 23,000,000 | |
Class B Ordinary Shares [Member] | ||
Stockholders' Equity [Abstract] | ||
Ordinary shares, shares authorized (in shares) | 20,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | |
Ordinary shares, shares issued (in shares) | 5,750,000 | |
Ordinary shares, shares outstanding (in shares) | 5,750,000 | |
Class B Ordinary Shares [Member] | Sponsor [Member] | ||
Stockholders' Equity [Abstract] | ||
Number of shares subject to forfeiture (in shares) | 0 | |
Proceeds from issuance of ordinary share | $ 25,000 | $ 25,000 |
Class B Ordinary Shares [Member] | Sponsor [Member] | Maximum [Member] | ||
Stockholders' Equity [Abstract] | ||
Number of shares subject to forfeiture (in shares) | 750,000 |
WARRANTS (Details)
WARRANTS (Details) - $ / shares | 9 Months Ended | |
Dec. 31, 2021 | Nov. 12, 2021 | |
Public Warrants [Member] | ||
Warrants [Abstract] | ||
Period to exercise warrants after Business Combination | 30 days | |
Period to exercise warrants after closing of Initial Public Offering | 12 months | |
Period for registration statement to become effective | 60 days | |
Number of days to file registration statement | 15 days | |
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Expiration period of warrants | 5 years | |
Public Warrants [Member] | Maximum [Member] | ||
Warrants [Abstract] | ||
Threshold period to consummate a business combination | 18 months | |
Private Placement Warrants [Member] | ||
Warrants [Abstract] | ||
Number of trading days | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | ||
Warrants [Abstract] | ||
Percentage multiplier | 180.00% | |
Warrant redemption price (in dollars per share) | $ 0.01 | |
Number of trading days | 20 days | |
Class of warrant or right redemption period | 30 days | |
Threshold consecutive trading days | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Notice period to redeem warrants | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Share [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 18 | |
Public Offering [Member] | Public Warrants [Member] | ||
Warrants [Abstract] | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Additional Offering [Member] | ||
Warrants [Abstract] | ||
Percentage of aggregate gross proceeds of issuance available for funding of business combination | 60.00% | |
Percentage multiplier | 115.00% | |
Additional Offering [Member] | Maximum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 9.20 | |
Additional Offering [Member] | Class A Ordinary Share [Member] | ||
Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price | 20 days |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Assets [Abstract] | |
Transfers from Level 1 to Level 2 | $ 0 |
Transfers from Level 2 to Level 1 | 0 |
Transfers in into Level 3 | 0 |
Transfers out of Level 3 | 0 |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | |
Assets [Abstract] | |
Marketable securities held in Trust Account | 234,600,000 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |
Assets [Abstract] | |
Marketable securities held in Trust Account | 0 |
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | |
Assets [Abstract] | |
Marketable securities held in Trust Account | $ 0 |