Document and Entity Information
Document and Entity Information - USD ($) | 9 Months Ended | |
Dec. 31, 2021 | Mar. 23, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-K | |
Document Annual Report | true | |
Document Period End Date | Dec. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-41044 | |
Entity Registrant Name | GREEN VISOR FINANCIAL TECHNOLOGY ACQUISITION CORP. I | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1596617 | |
Entity Address, Address Line One | 88 Kearny Street, Suite 850 | |
Entity Address, City or Town | San Francisco | |
Entity Address State Or Province | CA | |
Entity Address, Postal Zip Code | 94108 | |
City Area Code | 650 | |
Local Phone Number | 489-6697 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Ex Transition Period | false | |
ICFR Auditor Attestation Flag | false | |
Entity Shell Company | true | |
Entity Public Float | $ 197,598,750 | |
Auditor Name | Marcum LLP | |
Auditor Firm ID | 688 | |
Auditor Location | Boston, MA | |
Entity Central Index Key | 0001858503 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false | |
Transition Report | false | |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | GVCIU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares | |
Trading Symbol | GVCI | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 20,010,000 | |
Redeemable Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share | |
Trading Symbol | GVCIW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,002,500 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2021USD ($) |
Current assets: | |
Cash | $ 689,927 |
Prepaid expenses | 632,579 |
Total current assets | 1,322,506 |
Prepaid expenses, non-current | 217,120 |
Investments held in trust account | 204,111,409 |
Total assets | 205,651,035 |
Current liabilities: | |
Accrued offering costs and expenses | 145,917 |
Due to related party | 256,192 |
Total current liabilities | 402,109 |
Warrant liabilities | 11,262,325 |
Deferred underwriting commissions | 7,003,500 |
Total liabilities | 18,667,934 |
Commitments and Contingencies (Note 6) | |
Class A ordinary shares subject to possible redemption, 20,010,000 shares at redemption value of $10.20 | 204,111,409 |
Shareholders' Deficit: | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Accumulated deficit | (17,128,808) |
Total shareholders' deficit | (17,128,308) |
Total Liabilities and Shareholders' Deficit | 205,651,035 |
Class A Common Stock | |
Current liabilities: | |
Class A ordinary shares subject to possible redemption, 20,010,000 shares at redemption value of $10.20 | 204,111,409 |
Shareholders' Deficit: | |
Common stock | |
Class B Common Stock | |
Shareholders' Deficit: | |
Common stock | $ 500 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Class A ordinary shares subject to possible redemption | 20,010,000 |
Shares subject to possible redemption | 20,010,000 |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A Common Stock | |
Class A ordinary shares subject to possible redemption | 20,010,000 |
Shares subject to possible redemption, par value per share | $ / shares | $ 10.20 |
Shares subject to possible redemption | 20,010,000 |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 300,000,000 |
Common shares, shares issued | 0 |
Common shares, shares outstanding | 0 |
Class B Common Stock | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 30,000,000 |
Common shares, shares issued | 5,002,500 |
Common shares, shares outstanding | 5,002,500 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 9 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Formation and operating costs | $ 471,666 |
Stock based compensation | 694,109 |
Loss from operations | (1,165,775) |
Other income (expense): | |
Offering costs allocated to warrants | (562,341) |
Change in fair value of warrant liabilities | 6,913,639 |
Interest income earned on Trust Account | 9,409 |
Total other income, net | 6,360,707 |
Net income | 5,194,932 |
Class A Common Stock | |
Other income (expense): | |
Net income | $ 2,455,980 |
Weighted average shares outstanding, basic | shares | 3,833,333 |
Weighted average shares outstanding, diluted | shares | 3,833,333 |
Basic net income per share | $ / shares | $ 0.64 |
Diluted net income per share | $ / shares | $ 0.64 |
Class B Common Stock | |
Other income (expense): | |
Net income | $ 2,738,952 |
Weighted average shares outstanding, basic | shares | 4,275,000 |
Weighted average shares outstanding, diluted | shares | 4,275,000 |
Basic net income per share | $ / shares | $ 0.64 |
Diluted net income per share | $ / shares | $ 0.64 |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - 9 months ended Dec. 31, 2021 - USD ($) | Class A Common StockCommon Stock | Class A Common Stock | Class B Common StockCommon Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Apr. 14, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Balance at the beginning (in shares) at Apr. 14, 2021 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Class B ordinary shares issued to Sponsor | $ 500 | 24,500 | 0 | 25,000 | |||
Class B ordinary shares issued to Sponsor (in shares) | 5,002,500 | ||||||
Proceeds in excess of fair value of private placement warrants | 1,108,324 | 0 | 1,108,324 | ||||
Stock based compensation expense | 694,109 | 0 | 694,109 | ||||
Net income | $ 2,455,980 | $ 2,738,952 | 0 | 5,194,932 | 5,194,932 | ||
Remeasurement of Class A ordinary shares to redemption value | (1,826,933) | (22,323,740) | (24,150,673) | ||||
Balance at the end at Dec. 31, 2021 | $ 500 | $ 0 | $ (17,128,808) | $ (17,128,308) | |||
Balance at the end (in shares) at Dec. 31, 2021 | 5,002,500 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Cash flows from operating activities: | |
Net income | $ 5,194,932 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Stock based compensation | 694,109 |
Interest earned on cash and marketable securities held in trust account | (9,409) |
Offering costs allocated to warrants | 562,341 |
Change in fair value of warrant liabilities | (6,913,639) |
Changes in current assets and liabilities: | |
Prepaid expenses | (849,699) |
Due to related party | 256,192 |
Accrued offering costs and expenses | 145,917 |
Net cash used in operating activities | (919,256) |
Cash Flows from Investing Activities: | |
Investments of cash in trust account | (408,208,828) |
Disposal of investments held in trust account | 204,107,000 |
Cash deposited in trust account | (172) |
Net cash used in investing activities | (204,102,000) |
Cash Flows from Financing Activities: | |
Proceeds from Class B ordinary shares issued to the Sponsor | 25,000 |
Proceed from sale of Units in initial public offering, net of underwriting discounts paid | 196,098,000 |
Proceeds from sale of Private Placement Warrants | 10,399,000 |
Proceeds from issuance of promissory note due to related party | 200,000 |
Payment of promissory note due to related party | (200,000) |
Payment of deferred offering costs | (810,817) |
Net cash provided by financing activities | 205,711,183 |
Net change in cash | 689,927 |
Cash, end of the period | 689,927 |
Supplemental disclosure of cash flow information: | |
Initial value of Class A ordinary shares subject to possible redemption | 204,102,000 |
Remeasurement of Class A ordinary shares subject to possible redemption | 9,409 |
Deferred underwriting commissions payable charged to additional paid in capital | 7,003,500 |
Initial classification of warrant liabilities | $ 18,175,964 |
Organization, Business Operatio
Organization, Business Operation, Liquidity and Going Concern | 9 Months Ended |
Dec. 31, 2021 | |
Organization, Business Operation, Liquidity and Going Concern | |
Organization, Business Operation, Liquidity and Going Concern | GREEN VISOR FINANCIAL TECHNOLOGY ACQUISITION CORP. I NOTES TO FINANCIAL STATEMENTS Note 1 — Green Visor Financial Technology Acquisition Corp. I (the “Company”) is a newly formed blank check company incorporated as a Cayman Islands exempted company on April 15, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses or entities (the “Business Combination”). As of December 31, 2021, the Company had not commenced any operations. All activity for the period from April 15, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the proposed initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (the “IPO”). The Company has selected December 31 as its fiscal year end. The Company’s Sponsor is Green Visor Capital SPAC I Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s the IPO was declared effective on November 8, 2021 (the “Effective Date”). On November 12, 2021, the Company’s commenced the IPO of 20,010,000 units at $10.00 per unit (the “Units”), which is discussed in Note 3 (the “Initial Public Offering”). Each Unit consists of one Class A ordinary share and one Simultaneously with the consummation of the IPO, the Company consummated the private placement of 10,399,000 warrants (the “Private Placement Warrants”) to the Sponsor, at a price of $1.00 per Private Placement Warrant in a private placement. Transaction costs amounted to $11,816,317 consisting of $4,002,000 of underwriting commissions, $7,003,500 of deferred underwriting commissions, and $810,817 of other offering costs. Of the $11,816,317 transaction costs, $11,253,976 was charged to additional paid-in capital and $562,341 was allocated to the public and private warrants and charged to operations. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (as defined below) (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of signing the agreement to enter into the initial Business Combination. However, the Company will only complete such Business Combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the IPO on November 12, 2021, $204,102,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited into a trust account (the “trust account”) and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses) the Company’s amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, provide that the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the trust account (1) to the Company, until the completion of the initial Business Combination, or (2) to the public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 15 months (or within 18 months if the Company extends the period of time to consummate the initial business combination in accordance with the terms described in this Annual Report) from the closing of the IPO (the “Combination Period”) or (ii) with respect to any other provisions relating to the rights of holders of the Class A ordinary shares, and (c) the redemption of the public shares if the Company is unable to complete the Business Combination within the Combination Period, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial Business Combination or liquidation if the Company is unable to complete an initial Business Combination within the Combination Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the trust account and not previously released to the Company to pay its income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.20 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. The Class A ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will have only 15 months (or within 18 months if the Company extends the period of time to consummate the initial Business Combination in accordance with the terms described in this Annual Report) from the closing of the IPO to consummate the initial Business Combination. If the Company is unable to consummate an initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten The Sponsor and each member of the Company’s management team have agreed to (i) waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of the initial Business Combination, (ii) to waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period and (iii) to waive their rights to liquidating distributions from the trust account with respect to its Founder Shares if the Company fails to consummate an initial Business Combination within the Combination Period, although it will be entitled to liquidating distributions from the trust account with respect to any public shares it holds if the Company fails to complete its initial Business Combination within such time period and (iv) vote their Founder Shares and any public shares purchased during or after the IPO in favor of the Company’s initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.20 per share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business 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 underwriter of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity, Capital Resources and Management’s Plan As of December 31, 2021, the Company had $689,927 in cash and working capital of $920,397. The Company’s liquidity needs prior to the IPO had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs, the loan under an unsecured promissory note from the Sponsor of $200,000, which had been repaid on November 22, 2021 (see Note 5), and funds provided by the Sponsor to cover certain offering costs, which was recorded as due to related party and due as demanded. On November 12, 2021, the Company commenced the IPO of 20,010,000 units at $10.00 per unit and consummated the private placement of 10,399,000 Private Placement Warrants to the Sponsor, at a price of $1.00 per Private Placement Warrant in a private placement, then $2,369,957 of the proceeds was deposited in the operating bank account to be used as the Company's working capital. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until February 12, 2023 (absent any extensions of such period by the Sponsor, pursuant to the terms described above) to consummate the proposed Business Combination. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 12, 2023. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by February 12, 2023. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic 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 the financial statement. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such 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 which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with US 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 expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $689,927 in cash as of December 31, 2021. The Company did not have any cash equivalents as of December 31, 2021. Investments Held in Trust Account At December 31, 2021, the assets held in the trust account were held in cash and U.S. Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320 “Investments—Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. As of December 31, 2021, investment in the Company’s trust account consisted of $172 in cash and $204,111,237 in U.S. Treasury Securities. All of the U.S. Treasury Securities will mature on March 17, 2022. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities on December 31, 2021 are as follows: Fair Value as Amortized of Cost Gross Gross December and Carrying Unrealized Unrealized 31, Value Gains Losses 2021 U.S. Money Market $ 172 $ — $ — $ 172 U.S. Treasury Securities 204,111,237 — (4,691) 204,106,546 $ 204,111,409 $ — $ (4,691) $ 204,106,718 A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of November 12, 2021, the Company had not experienced losses on this account. Net Income Per Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 20,404,000 potential common shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the period from April 15, 2021 (Inception) to December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common share is the same as basic net income per common share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares. Because the redemption value of the Class A ordinary shares approximates their fair value, remeasurement to redemption value is not impacting allocable earnings. For the period from April 15, 2021 (Inception) to December 31, 2021 Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 2,455,980 $ 2,738,952 Denominator: Weighted-average shares outstanding 3,833,333 4,275,000 Basic and diluted net income per share $ 0.64 $ 0.64 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s prepaid expenses and accrued offering costs and expenses approximate the carrying amounts represented in the balance sheet, primarily due to its short-term nature. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Liabilities: Warrant liabilities – Public Warrants 5,502,750 5,502,750 — — Warrant liabilities – Private Placement Warrants 5,759,575 — — 5,759,575 $ 11,262,325 $ 5,502,750 $ — $ 5,759,575 Warrant Liabilities The Company accounted for the 20,404,000 warrants issued in connection with the IPO (the 10,005,000 Public Warrants and the 10,399,000 Private Placement Warrants, assuming the underwriters’ over-allotment option is not exercised) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 20,010,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. At December 31, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 200,100,000 Less: Proceeds allocated to Public Warrants (8,885,288) Less: Class A ordinary shares issuance costs (11,253,976) Add: Remeasurement of Class A ordinary shares to redemption value 20,139,264 Add: Overfunding from Private Placement 4,002,000 Add: Accretion of interest income to Class A shares subject to redemption 9,409 Class A ordinary shares subject to possible redemption $ 204,111,409 Offering Costs Associated with the Initial Public Offering Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities were expensed, and offering costs associated with the Class A ordinary shares were charged to temporary equity. The Company incurred offering costs amounting to $11,816,317 as a result of the Initial Public Offering consisting of $4,002,000 of underwriting commissions, $7,003,500 of deferred underwriting commissions, and $810,817 of other offering costs. The Company recorded $11,253,976 of offering costs as a reduction of temporary equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $562,341 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of, and for the period from April 15, 2021 (inception) through December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value on the balance sheet with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis. The Company is currently evaluating the impact of the ASU on its financial position, results of operations and cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 3 —Initial Public Offering On November 12, 2021, the Company consummated its IPO of 20,010,000 Units (including the issuance of 2,610,000 Units as a result of the underwriters' fully exercised over-allotment option), at a purchase price of $10.00 per Unit. Each Unit that the Company is offering has a price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. Following the closing of the IPO on November 12, 2021, $204,102,000 ($10.20 per Unit), including the issuance of 2,610,000 Units as a result of the underwriters’ fully exercised over-allotment option, the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. |
Private Placement
Private Placement | 9 Months Ended |
Dec. 31, 2021 | |
Private Placement | |
Private Placement | Note 4— Private Placement On November 12, 2021, simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 10,399,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $10,399,000 in the aggregate, in a private placement. The Private Placement Warrants will not be redeemable by the Company (except as described in Note 3) so long as they are held by the Sponsor or their permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. The Sponsor, as well as its permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the IPO to be held in the trust account. If the Company does not complete a Business Combination within the Combination Period or during any Extension Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the public shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants (i) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination, subject to certain exceptions, (ii) will not be redeemable by the Company, subject to certain exceptions, (iii) may be exercised on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Founder Shares On April 27, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to purchase 7,187,500 Class B ordinary shares, par value $0.0001. On October 11, 2021, 2,875,000 of such shares were forfeited by the holder thereof. On November 8, 2021, the Company effected a share capitalization with respect to its Class B ordinary shares of 690,000 shares thereof, resulting in its initial shareholders holding an aggregate of 5,002,500 founder shares (up to 652,500 of which are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ overallotment option is exercised). On November 12, 2021, the underwriters fully exercised their over-allotment option, hence, 652,500 Founder Shares were no longer subject to forfeiture. On November 12, 2021, the Sponsor transferred 90,000 founder shares to the Company’s independent directors at their original purchase price. As of November 12, 2021, the fair value of transferred founder shares was $694,109, which was recorded as a stock based compensation expense with a credit to equity. The Sponsor and the Company’s directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until one year after the completion of the initial Business Combination. Any permitted transferees would be subject to the same restrictions and other agreements of the initial shareholders with respect to any Founder Shares (the “lock-up”). Notwithstanding the foregoing, the Founder Shares will be released from the lock-up if (i) the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the public shareholders having the right to exchange their shares of Class A ordinary shares for cash, securities or other property or (ii) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for sub divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing any time 150 days after completion of the initial Business Combination. Promissory Note — On April 27, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are due at the earlier of December 31, 2021 or the closing of the IPO. On November 22, 2021, the Company had repaid the loan under an unsecured promissory note from the Sponsor of $200,000. As of December 31, 2021, the Company had no borrowings under the promissory note. Due to Related Party As of December 31, 2021, the balance of due to related party is $256,192, which contains $193,768 of salary of CFO paid by the Sponsor, $60,757 of deferred offering costs paid by related party and $1,667 of the administrative service fees. Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the trust account released to the Company. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the trust account to repay the Working Capital Loans but no proceeds from the trust account would be used to repay the Working Capital Loans. Up to $1,000,000 of the Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021, the Company had no borrowings under the Working Capital Loans. Office Space, Secretarial and Administrative Services Commencing on the effective date of the IPO, the Company will pay an affiliate of the Sponsor $10,000 per month for office space, secretarial and administrative service. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of December 31, 2021, the Company accrued $18,000 for the administrative service fees for the period from the Effective Date (November 8, 2021) to December 31, 2021, $1,667 of which is included in due to related party on the accompanying balance sheet. |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended |
Dec. 31, 2021 | |
Commitments & Contingencies | |
Commitments & Contingencies | Note 6 — Commitments & Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Extension Loans and Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Extension Loans and Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to certain demand and “piggy back” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement On November 12, 2021, the Company paid a cash underwriting discount of 2.0% per Unit, or $4,002,000. Upon completion of the initial Business Combination, $7,003,500, which constitutes the underwriters’ deferred commissions will be paid to the underwriters from the funds held in the trust account, and the remaining funds, less amounts used to pay redeeming shareholders, will be released to the Company and can be used to pay all or a portion of the purchase price of the business or businesses with which the initial Business Combination occurs or for general corporate purposes, including payment of principal or interest on indebtedness incurred in connection with the initial Business Combination, to fund the purchases of other companies or for working capital. The underwriters will not be entitled to any interest accrued on the deferred underwriting discounts and commissions. |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Dec. 31, 2021 | |
Warrant Liabilities | |
Warrant Liabilities | Note 7— Warrant Liabilities Warrants Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. 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 ordinary share (with such issue price or effective issue price to be determined in good faith by the Company and, (i) 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, and (ii) in the case of any such issuance to Green Visor Capital or its affiliates, without taking into account the transfer of Founder Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummate 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, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable 30 days after the completion of the Company’s initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of its initial Business Combination, the Company will use its best efforts to file with the SEC a post-effective amendment to the registration statement of which the IPO forms a part or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use the best efforts to cause the same to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, If the Company fails to maintain an effective registration statement relating to the Class A ordinary shares issuable upon exercise of the warrants, then holders thereof may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, it will not be required to maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361 Class A ordinary shares per whole warrant. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. 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 to each warrant holder; and ● if, and only if, the reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) 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 to the notice of redemption to the warrant holders. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; ● if, and only if, the reported closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the 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 is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. The Company accounted for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. Because the Company does not control the occurrence of events, such as a tender offer or exchange that may trigger cash settlement of the warrants where not all of the shareholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, and as such, the warrants must be recorded as derivative liability. Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815—40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon issuance of the warrants at the closing of the IPO. Accordingly, the Company classified each warrant as a liability at its fair value. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined with the assistance of a professional independent valuation firm. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification of the warrants at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. The Company’s public warrants began trading separately on December 30, 2021. After this date, the public warrant values per share were based on the observed trading prices of the public warrants as of each balance sheet date. The fair value of the public warrant liability is classified as level 1 since December 30, 2021 and as of December 31, 2021. The following table presents information about the Company’s warrants that were measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Significant Significant Quoted Prices Other Other In Active Observable Unobservable Markets Inputs Inputs December 31, 2021 (Level 1) (Level 2) (Level 3) Liabilities Warrant Liabilities—Public Warrants $ 5,502,750 $ 5,502,750 $ — $ — Warrant Liabilities—Private Warrants 5,759,575 — — 5,759,575 $ 11,262,325 $ 5,502,750 $ — $ 5,759,575 The following table presents information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at December 31, 2021: Inputs Exercise price $ 11.50 Stock price $ 9.95 Public warrant price $ 0.05 Volatility 9.7 % Expected term of the warrants 5.87 years Risk-free rate 1.34 % Dividend yield 0 % The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the liabilities classified as Level 3: Warrant Fair value at April 15, 2021 (Inception) $ — Initial value of public and private warrant liabilities 18,175,964 Change in fair value of public and private warrants (6,913,639) Public warrants transferred to Level 1 (5,502,750) Fair Value at December 31, 2021 $ 5,759,575 |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Dec. 31, 2021 | |
Shareholders' Deficit | |
Shareholder's Equity | Note 8 — Shareholders’ Deficit Preference shares outstanding Class A ordinary shares Class B ordinary share s outstanding Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, an ordinary resolution is required to approve any such matter voted on by the shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the 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 Ordinary Shares issued and outstanding upon completion of the IPO, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 9 — 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 statement. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such 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 which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with US 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 expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $689,927 in cash as of December 31, 2021. The Company did not have any cash equivalents as of December 31, 2021. Investments Held in Trust Account At December 31, 2021, the assets held in the trust account were held in cash and U.S. Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320 “Investments—Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. As of December 31, 2021, investment in the Company’s trust account consisted of $172 in cash and $204,111,237 in U.S. Treasury Securities. All of the U.S. Treasury Securities will mature on March 17, 2022. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities on December 31, 2021 are as follows: Fair Value as Amortized of Cost Gross Gross December and Carrying Unrealized Unrealized 31, Value Gains Losses 2021 U.S. Money Market $ 172 $ — $ — $ 172 U.S. Treasury Securities 204,111,237 — (4,691) 204,106,546 $ 204,111,409 $ — $ (4,691) $ 204,106,718 A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of November 12, 2021, the Company had not experienced losses on this account. |
Investments held In Trust Account | Investments Held in Trust Account At December 31, 2021, the assets held in the trust account were held in cash and U.S. Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320 “Investments—Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. As of December 31, 2021, investment in the Company’s trust account consisted of $172 in cash and $204,111,237 in U.S. Treasury Securities. All of the U.S. Treasury Securities will mature on March 17, 2022. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities on December 31, 2021 are as follows: Fair Value as Amortized of Cost Gross Gross December and Carrying Unrealized Unrealized 31, Value Gains Losses 2021 U.S. Money Market $ 172 $ — $ — $ 172 U.S. Treasury Securities 204,111,237 — (4,691) 204,106,546 $ 204,111,409 $ — $ (4,691) $ 204,106,718 A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. |
Concentration of Credit Risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of November 12, 2021, the Company had not experienced losses on this account. |
Net Income Per Share | Net Income Per Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 20,404,000 potential common shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the period from April 15, 2021 (Inception) to December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common share is the same as basic net income per common share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares. Because the redemption value of the Class A ordinary shares approximates their fair value, remeasurement to redemption value is not impacting allocable earnings. For the period from April 15, 2021 (Inception) to December 31, 2021 Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 2,455,980 $ 2,738,952 Denominator: Weighted-average shares outstanding 3,833,333 4,275,000 Basic and diluted net income per share $ 0.64 $ 0.64 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s prepaid expenses and accrued offering costs and expenses approximate the carrying amounts represented in the balance sheet, primarily due to its short-term nature. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Liabilities: Warrant liabilities – Public Warrants 5,502,750 5,502,750 — — Warrant liabilities – Private Placement Warrants 5,759,575 — — 5,759,575 $ 11,262,325 $ 5,502,750 $ — $ 5,759,575 |
Warrant Liabilities | Warrant Liabilities The Company accounted for the 20,404,000 warrants issued in connection with the IPO (the 10,005,000 Public Warrants and the 10,399,000 Private Placement Warrants, assuming the underwriters’ over-allotment option is not exercised) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 20,010,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. At December 31, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 200,100,000 Less: Proceeds allocated to Public Warrants (8,885,288) Less: Class A ordinary shares issuance costs (11,253,976) Add: Remeasurement of Class A ordinary shares to redemption value 20,139,264 Add: Overfunding from Private Placement 4,002,000 Add: Accretion of interest income to Class A shares subject to redemption 9,409 Class A ordinary shares subject to possible redemption $ 204,111,409 Offering Costs Associated with the Initial Public Offering Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities were expensed, and offering costs associated with the Class A ordinary shares were charged to temporary equity. The Company incurred offering costs amounting to $11,816,317 as a result of the Initial Public Offering consisting of $4,002,000 of underwriting commissions, $7,003,500 of deferred underwriting commissions, and $810,817 of other offering costs. The Company recorded $11,253,976 of offering costs as a reduction of temporary equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $562,341 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 20,010,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. At December 31, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 200,100,000 Less: Proceeds allocated to Public Warrants (8,885,288) Less: Class A ordinary shares issuance costs (11,253,976) Add: Remeasurement of Class A ordinary shares to redemption value 20,139,264 Add: Overfunding from Private Placement 4,002,000 Add: Accretion of interest income to Class A shares subject to redemption 9,409 Class A ordinary shares subject to possible redemption $ 204,111,409 |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities were expensed, and offering costs associated with the Class A ordinary shares were charged to temporary equity. The Company incurred offering costs amounting to $11,816,317 as a result of the Initial Public Offering consisting of $4,002,000 of underwriting commissions, $7,003,500 of deferred underwriting commissions, and $810,817 of other offering costs. The Company recorded $11,253,976 of offering costs as a reduction of temporary equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $562,341 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of, and for the period from April 15, 2021 (inception) through December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value on the balance sheet with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis. The Company is currently evaluating the impact of the ASU on its financial position, results of operations and cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Schedule of fair value of held to maturity securities | Fair Value as Amortized of Cost Gross Gross December and Carrying Unrealized Unrealized 31, Value Gains Losses 2021 U.S. Money Market $ 172 $ — $ — $ 172 U.S. Treasury Securities 204,111,237 — (4,691) 204,106,546 $ 204,111,409 $ — $ (4,691) $ 204,106,718 |
Schedule of basic and diluted net income (loss) per share | For the period from April 15, 2021 (Inception) to December 31, 2021 Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 2,455,980 $ 2,738,952 Denominator: Weighted-average shares outstanding 3,833,333 4,275,000 Basic and diluted net income per share $ 0.64 $ 0.64 |
Schedule of fair value hierarchy of the valuation inputs used to measure fair value | Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Liabilities: Warrant liabilities – Public Warrants 5,502,750 5,502,750 — — Warrant liabilities – Private Placement Warrants 5,759,575 — — 5,759,575 $ 11,262,325 $ 5,502,750 $ — $ 5,759,575 Significant Significant Quoted Prices Other Other In Active Observable Unobservable Markets Inputs Inputs December 31, 2021 (Level 1) (Level 2) (Level 3) Liabilities Warrant Liabilities—Public Warrants $ 5,502,750 $ 5,502,750 $ — $ — Warrant Liabilities—Private Warrants 5,759,575 — — 5,759,575 $ 11,262,325 $ 5,502,750 $ — $ 5,759,575 |
Schedule of ordinary shares subject to redemption | At December 31, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 200,100,000 Less: Proceeds allocated to Public Warrants (8,885,288) Less: Class A ordinary shares issuance costs (11,253,976) Add: Remeasurement of Class A ordinary shares to redemption value 20,139,264 Add: Overfunding from Private Placement 4,002,000 Add: Accretion of interest income to Class A shares subject to redemption 9,409 Class A ordinary shares subject to possible redemption $ 204,111,409 |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Warrant Liabilities | |
Schedule of fair value hierarchy of the valuation inputs used to measure fair value | Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Liabilities: Warrant liabilities – Public Warrants 5,502,750 5,502,750 — — Warrant liabilities – Private Placement Warrants 5,759,575 — — 5,759,575 $ 11,262,325 $ 5,502,750 $ — $ 5,759,575 Significant Significant Quoted Prices Other Other In Active Observable Unobservable Markets Inputs Inputs December 31, 2021 (Level 1) (Level 2) (Level 3) Liabilities Warrant Liabilities—Public Warrants $ 5,502,750 $ 5,502,750 $ — $ — Warrant Liabilities—Private Warrants 5,759,575 — — 5,759,575 $ 11,262,325 $ 5,502,750 $ — $ 5,759,575 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | The following table presents information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at December 31, 2021: Inputs Exercise price $ 11.50 Stock price $ 9.95 Public warrant price $ 0.05 Volatility 9.7 % Expected term of the warrants 5.87 years Risk-free rate 1.34 % Dividend yield 0 % |
Schedule of change in the fair value of the warrant liabilities | Warrant Fair value at April 15, 2021 (Inception) $ — Initial value of public and private warrant liabilities 18,175,964 Change in fair value of public and private warrants (6,913,639) Public warrants transferred to Level 1 (5,502,750) Fair Value at December 31, 2021 $ 5,759,575 |
Organization, Business Operat_2
Organization, Business Operation, Liquidity and Going Concern (Details) | Nov. 22, 2021USD ($) | Nov. 12, 2021USD ($)$ / sharesshares | Nov. 08, 2021$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesitemshares |
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | shares | 20,010,000 | |||
Exercise price of warrants | $ / shares | $ 11.50 | |||
Due to related party | $ 256,192 | |||
Transaction Costs | 11,816,317 | |||
Underwriting commission | 4,002,000 | |||
Deferred underwriting commission payable | 7,003,500 | |||
Other offering costs | $ 810,817 | |||
Share Price | $ / shares | $ 10 | |||
Redemption Period Upon Closure | 10 days | |||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 1.00% | |||
Working Capital | $ 920,397 | |||
Aggregate purchase price | 25,000 | |||
Proceeds from Related Party Debt | $ 200,000 | |||
Condition for future business combination number of businesses minimum | 1 | |||
Months to complete acquisition | item | 18 | |||
Cash | $ 689,927 | |||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80.00% | |||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | |||
Transaction Costs Charged To Additional Paid In Capital | $ 11,253,976 | |||
Transaction Costs Charged To Statement Of Operations | 562,341 | |||
Repayments of Related Party Debt | 200,000 | |||
Number of units issued | shares | 20,010,000 | |||
Proceeds deposited in operating bank account for working capital | $ 2,369,957 | |||
Working capital loans | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Due to related party | $ 0 | |||
Promissory Note with Related Party | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Repayments of Related Party Debt | $ 200,000 | |||
Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issuable per warrant | shares | 1 | |||
Exercise price of warrants | $ / shares | $ 11.50 | |||
Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 10,399,000 | 10,399,000 | ||
Number of warrants issued | shares | 10,399,000 | 10,399,000 | ||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | shares | 20,010,000 | 20,010,000 | ||
Purchase price, per unit | $ / shares | $ 10.20 | |||
Other offering costs | $ 810,817 | |||
Share Price | $ / shares | 10.20 | $ 10 | ||
Maximum Allowed Dissolution Expenses | $ 100,000 | |||
Funds held in trust account per public share | $ / shares | $ 10.20 | |||
Number of months within consummated an initial business combination from closing of offering to redeem the shares | 15 months | |||
Number of months if the entity does not consummated an initial business combination within 15 months from closing of offering to redeem the shares | 18 months | |||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |||
Proceeds from initial public offering | $ 204,102,000 | |||
Maximum net interest to pay dissolution expenses | $ 100,000 | |||
Number of units issued | shares | 20,010,000 | 20,010,000 | ||
Unit Price | $ / shares | $ 10 | |||
Initial Public Offering | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares in a unit | shares | 1 | |||
Number of warrants in a unit | shares | 0.5 | |||
Number of shares issuable per warrant | shares | 1 | |||
Exercise price of warrants | $ / shares | $ 11.50 | |||
Private Placement | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Exercise price of warrants | $ / shares | $ 11.50 | |||
Sale of Private Placement Warrants (in shares) | shares | 10,399,000 | |||
Warrant price | $ / shares | $ 1 | |||
Number of warrants issued | shares | 10,399,000 | |||
Sponsor | Promissory Note with Related Party | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Repayments of Related Party Debt | $ 200,000 | |||
Sponsor | Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from initial public offering | $ 25,000 | |||
Sponsor | Initial Public Offering | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 10,399,000 | |||
Number of warrants issued | shares | 10,399,000 | |||
Sponsor | Private Placement | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrant price | $ / shares | $ 1 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | |
Dec. 31, 2021 | Nov. 12, 2021 | |
Cash | $ 689,927 | |
Cash held outside the Trust Account | 689,927 | |
Unrecognized tax benefits | 0 | |
Unrecognized tax benefits accrued for interest and penalties | 0 | |
Deferred underwriting fees | $ 7,003,500 | |
Public Warrants expiration term | 5 years | |
Proceeds from issuance of private placement | $ 20,404,000 | |
Federal depository insurance coverage | 250,000 | |
U.S. Treasury Securities | ||
Cash | 172 | |
Cash held outside the Trust Account | 204,111,237 | |
Amortized Cost and Carrying Value | 204,111,409 | |
Gross Unrealized Losses | (4,691) | |
Fair Value held to maturity | 204,106,718 | |
U.S. Money Market | ||
Amortized Cost and Carrying Value | 172 | |
Fair Value held to maturity | 172 | |
U.S. Treasury Securities | ||
Amortized Cost and Carrying Value | 204,111,237 | |
Gross Unrealized Losses | (4,691) | |
Fair Value held to maturity | 204,106,546 | |
IPO [Member] | ||
Underwriting commissions | 4,002,000 | |
Deferred underwriting fees | 7,003,500 | |
Offering costs | $ 11,816,317 | |
Private Placement Warrants | ||
Sale of Private Placement Warrants (in shares) | 10,399,000 | 10,399,000 |
Public Warrants | ||
Sale of Private Placement Warrants (in shares) | 10,005,000 | |
Offering costs | $ 562,341 | |
Class A Common Stock | ||
Offering costs | $ 11,253,976 | |
Class B Common Stock | ||
Anti-dilutive securities attributable to warrants (in shares) | 20,404,000 |
Significant Accounting Polici_5
Significant Accounting Policies-Net Income Per Share (Details) | 9 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Numerator For Calculation Of Earnings Per Share [Abstract] | |
Allocation of net income | $ | $ 5,194,932 |
Class A Common Stock | |
Numerator For Calculation Of Earnings Per Share [Abstract] | |
Allocation of net income | $ | $ 2,455,980 |
Denominator For Calculation Of Earnings Per Share [Abstract] | |
Weighted Average Number of Shares Outstanding, Basic | shares | 3,833,333 |
Weighted Average Number of Shares Outstanding, Diluted | shares | 3,833,333 |
Basic net income per share | $ / shares | $ 0.64 |
Diluted net income per share | $ / shares | $ 0.64 |
Class B Common Stock | |
Numerator For Calculation Of Earnings Per Share [Abstract] | |
Allocation of net income | $ | $ 2,738,952 |
Denominator For Calculation Of Earnings Per Share [Abstract] | |
Weighted Average Number of Shares Outstanding, Basic | shares | 4,275,000 |
Weighted Average Number of Shares Outstanding, Diluted | shares | 4,275,000 |
Basic net income per share | $ / shares | $ 0.64 |
Diluted net income per share | $ / shares | $ 0.64 |
Significant Accounting Polici_6
Significant Accounting Policies - Fair Value of Financial Instruments (Details) | 9 Months Ended |
Dec. 31, 2021USD ($)shares | |
Assets: | |
Investments held in trust account | $ 204,111,409 |
Liabilities:. | |
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | $ 11,262,325 |
Temporary equity, shares outstanding | shares | 20,010,000 |
Gross proceeds | $ 200,100,000 |
Less: Proceeds allocated to Public Warrants | (8,885,288) |
Less: Class A ordinary shares issuance costs | (11,253,976) |
Add: Remeasurement of Class A ordinary shares to redemption value | 20,139,264 |
Add: Overfunding from Private Placement | 4,002,000 |
Add: Accretion of interest income to Class A shares subject to redemption | 9,409 |
Class A ordinary shares subject to possible redemption | 204,111,409 |
Transaction Costs | 11,816,317 |
Deferred underwriting commissions | 7,003,500 |
Other offering costs | 810,817 |
Transaction Costs Charged To Additional Paid In Capital | 11,253,976 |
Transaction Costs Charged To Statement Of Operations | 562,341 |
IPO [Member] | |
Liabilities:. | |
Underwriting commissions | 4,002,000 |
Deferred underwriting commissions | 7,003,500 |
Other offering costs | 810,817 |
Private Placement Warrants | |
Liabilities:. | |
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | 5,759,575 |
Public Warrants | |
Liabilities:. | |
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | 5,502,750 |
Level 1 | |
Liabilities:. | |
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | 5,502,750 |
Level 1 | Public Warrants | |
Liabilities:. | |
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | 5,502,750 |
Level 3 | |
Liabilities:. | |
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | 5,759,575 |
Level 3 | Private Placement Warrants | |
Liabilities:. | |
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | $ 5,759,575 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Nov. 12, 2021 | Nov. 08, 2021 | Dec. 31, 2021 | Oct. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||
Offering costs | $ 810,817 | |||
Deferred underwriting commissions | 7,003,500 | |||
Exercise price of warrant | $ 11.50 | |||
Number of units issued | 20,010,000 | |||
Price per share | $ 10 | |||
Exercise price of warrants | 11.50 | |||
Share Price | $ 10 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds received from initial public offering, gross | $ 204,102,000 | |||
Deferred underwriting commissions | $ 7,003,500 | |||
Number of units issued | 20,010,000 | 20,010,000 | ||
Price per share | $ 10.20 | $ 10 | ||
Purchase price, per unit | $ 10.20 | |||
Initial business combination term | 5 years | |||
Threshold trading days for redemption of public warrants | 30 days | |||
Share Price | $ 10.20 | $ 10 | ||
IPO [Member] | Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Exercise price of warrant | $ 11.50 | |||
Number of shares in a unit | 1 | |||
Number of shares issuable per warrant | 1 | |||
Exercise price of warrants | 11.50 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 2,610,000 | |||
Purchase price, per unit | $ 10 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Nov. 12, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Aggregate purchase price | $ 10,399,000 | |
Exercise price of warrant | $ 11.50 | |
Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants issued | 10,399,000 | 10,399,000 |
Threshold trading days for redemption of public warrants | 30 days | |
Over-allotment option | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Exercise price of warrant | $ 1 | |
Private Placement [Member] | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants issued | 10,399,000 | |
Price of warrants | $ 1 | |
Aggregate purchase price | $ 10,399,000 | |
Exercise price of warrant | $ 11.50 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Nov. 12, 2021USD ($)$ / sharesshares | Nov. 08, 2021shares | Oct. 11, 2021shares | Apr. 27, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Oct. 31, 2020$ / shares |
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ | $ 25,000 | |||||
Price per share | $ / shares | $ 10 | |||||
Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | |||||
Number of shares outstanding | 5,002,500 | |||||
Over-allotment option | ||||||
Related Party Transaction [Line Items] | ||||||
Purchase price, per unit | $ / shares | $ 10 | |||||
Founder Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares forfeited | 2,875,000 | |||||
Number of shares outstanding | 5,002,500 | |||||
Stock based compensation expense | $ | $ 694,109 | |||||
Founder Shares | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Capitalization of shares | 690,000 | |||||
Founder Shares | Over-allotment option | ||||||
Related Party Transaction [Line Items] | ||||||
Shares no longer subject to forfeiture | 652,500 | |||||
Founder Shares | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares subject to forfeiture | 652,500 | |||||
Sponsor transferred to company independent director | 90,000 | |||||
Warrant Exercise Period Condition One | 1 year | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||
Founder Shares | Sponsor | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ | $ 25,000 | |||||
Price per share | $ / shares | $ 0.003 | |||||
Number of shares issued | 7,187,500 | |||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Nov. 22, 2021 | Dec. 31, 2021 | Apr. 27, 2021 |
Related Party Transaction [Line Items] | |||
Due to Related Party | $ 256,192 | ||
Due to related party | 256,192 | ||
Payment of promissory note - related party | 200,000 | ||
Promissory Note with Related Party | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||
Payment of promissory note - related party | $ 200,000 | ||
Administrative Support Agreement | |||
Related Party Transaction [Line Items] | |||
Expenses per month | 10,000 | ||
Expenses incurred and paid | 18,000 | ||
Accrued expenses | $ 18,000 | ||
Related Party Loans | |||
Related Party Transaction [Line Items] | |||
Price of warrants | $ 1 | ||
Working capital loans | |||
Related Party Transaction [Line Items] | |||
Loan conversion agreement warrant | $ 1,000,000 | ||
Due to related party | 0 | ||
Deferred Offering Cost Paid By Related Party | |||
Related Party Transaction [Line Items] | |||
Due to Related Party | 60,757 | ||
Office Supplies And Software Fees Paid By Related Party | |||
Related Party Transaction [Line Items] | |||
Due to Related Party | 1,667 | ||
Salary Of Chief Executive Officer Paid By Sponsor | |||
Related Party Transaction [Line Items] | |||
Due to Related Party | 193,768 | ||
Due to related party | |||
Related Party Transaction [Line Items] | |||
Expenses incurred and paid | 1,667 | ||
Accrued expenses | $ 1,667 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) | Nov. 12, 2021 | Dec. 31, 2021 |
Commitments & Contingencies | ||
Underwriting cash discount per unit | $ 2 | |
Underwriter cash discount | $ 4,002,000 | |
Aggregate underwriter cash discount | $ 7,003,500 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) | 9 Months Ended | |
Dec. 31, 2021USD ($)$ / sharesshares | Nov. 12, 2021$ / shares | |
Class of Stock [Line Items] | ||
Exercise price of warrants | $ 11.50 | |
Public Warrants exercisable term after the completion of a business combination | 30 days | |
Number of trading days on which fair market value of shares is reported | $ | 10 | |
Multiplier used in calculating warrant exercise price | 0.361 | |
Threshold period for registration statement to be effective after which warrants can be exercised on a cashless basis | 60 days | |
Threshold period for filling registration statement after business combination | 15 days | |
Public Warrants expiration term | 5 years | |
Warrants | ||
Class of Stock [Line Items] | ||
Number of shares issuable per warrant | shares | 1 | |
Exercise price of warrants | $ 11.50 | |
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination | $ 9.20 | |
Threshold trading days determining volume weighted average price | 20 days | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | |
Percentage of gross proceeds on total equity proceeds | 60.00% | |
Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 | ||
Class of Stock [Line Items] | ||
Class of warrant or right redemption of warrant or rights stock price trigger | $ 18 | |
Threshold consecutive trading days for redemption of public warrants | $ | 30 | |
Threshold number of business days before sending notice of redemption to warrant holders | $ | 3 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 days | |
Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 | Warrants | ||
Class of Stock [Line Items] | ||
Class of warrant or right redemption of warrant or rights stock price trigger | $ 18 | |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% | |
Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 | ||
Class of Stock [Line Items] | ||
Class of warrant or right redemption of warrant or rights stock price trigger | $ 10 | |
Threshold consecutive trading days for redemption of public warrants | $ | 30 | |
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 days | |
Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 | Warrants | ||
Class of Stock [Line Items] | ||
Class of warrant or right redemption of warrant or rights stock price trigger | $ 10 |
Warrant Liabilities - Fair valu
Warrant Liabilities - Fair value hierarchy of the valuation techniques (Details) | Dec. 31, 2021USD ($) |
Liabilities: | |
Warrant liabilities | $ 11,262,325 |
Private Placement Warrants | |
Liabilities: | |
Warrant liabilities | 5,759,575 |
Public Warrants | |
Liabilities: | |
Warrant liabilities | 5,502,750 |
Level 1 | |
Liabilities: | |
Warrant liabilities | 5,502,750 |
Level 1 | Public Warrants | |
Liabilities: | |
Warrant liabilities | 5,502,750 |
Level 3 | |
Liabilities: | |
Warrant liabilities | 5,759,575 |
Level 3 | Private Placement Warrants | |
Liabilities: | |
Warrant liabilities | $ 5,759,575 |
Warrant Liabilities - Quantitat
Warrant Liabilities - Quantitative information regarding Level 3 fair value measurements inputs (Details) | Dec. 31, 2021Y |
Exercise price | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants, measurement input | 11.50 |
Stock price | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants, measurement input | 9.95 |
Public warrant price | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants, measurement input | 0.05 |
Volatility | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants, measurement input | 9.7 |
Expected term of the warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants, measurement input | 5.87 |
Risk-free rate | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants, measurement input | 1.34 |
Dividend yield | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants, measurement input | 0 |
Warrant Liabilities - change in
Warrant Liabilities - change in the fair value of the warrant liabilities (Details) - Level 3 | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Initial value of public and private warrant liabilities | $ 18,175,964 |
Change in fair value of public and private warrants | (6,913,639) |
Public warrants transferred to Level 1 | (5,502,750) |
Fair Value at December 31, 2021 | $ 5,759,575 |
Shareholders' Deficit - Preferr
Shareholders' Deficit - Preferred Stock Shares (Details) | Dec. 31, 2021$ / sharesshares |
Shareholders' Deficit | |
Preferred shares, shares authorized | 1,000,000 |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
Shareholders' Deficit - Common
Shareholders' Deficit - Common Stock Shares (Details) | Nov. 08, 2021shares | Oct. 11, 2021shares | Dec. 31, 2021$ / sharesshares | Apr. 27, 2021$ / shares |
Class of Stock [Line Items] | ||||
Class A ordinary shares subject to possible redemption | 20,010,000 | |||
Founder Shares | ||||
Class of Stock [Line Items] | ||||
Common shares, shares outstanding (in shares) | 5,002,500 | |||
Aggregate, as-converted basis | 20.00% | |||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 300,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Common shares, shares issued (in shares) | 0 | |||
Common shares, shares outstanding (in shares) | 0 | |||
Class A ordinary shares subject to possible redemption | 20,010,000 | |||
Class A Common Stock Subject to Redemption | ||||
Class of Stock [Line Items] | ||||
Class A ordinary shares subject to possible redemption | 20,010,000 | |||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 30,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Common shares, votes per share | 1 | |||
Common shares, shares issued (in shares) | 5,002,500 | |||
Common shares, shares outstanding (in shares) | 5,002,500 | |||
Class B Common Stock | Sponsor | ||||
Class of Stock [Line Items] | ||||
Surrender of aggregate share | 2,875,000 | |||
Additional issued shares | 690,000 | |||
Outstanding shares | 5,002,500 | |||
Class B Common Stock | Sponsor | Founder Shares | ||||
Class of Stock [Line Items] | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 |