Cover
Cover - USD ($) | 9 Months Ended | ||
Dec. 31, 2021 | Mar. 30, 2022 | Jun. 30, 2021 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-41119 | ||
Entity Registrant Name | ST Energy Transition I Ltd. | ||
Entity Central Index Key | 0001858684 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Incorporation, State or Country Code | D0 | ||
Entity Address, Address Line One | Par-la-Ville Place | ||
Entity Address, Address Line Two | 4th Floor | ||
Entity Address, Address Line Three | 14 Par-la-Ville Road | ||
Entity Address, City or Town | Hamilton | ||
Entity Address, Country | BM | ||
Entity Address, Postal Zip Code | HM08 | ||
City Area Code | (441) | ||
Local Phone Number | 295-6935 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 0 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY | ||
Sail S M Securities Each Consisting Of One Class A Share Of 0. 0001 Par Value Per Share And One Half Of One Redeemable Warrant [Member] | |||
Title of 12(b) Security | SAILSM securities, each consisting of one Class A share, of $0.0001 par value per share, and one-half of one redeemable warrant | ||
Trading Symbol | STET.U | ||
Security Exchange Name | NYSE | ||
Class Shares 0. 0001 Par Value Per Share Included As Part Of Sail S M Securities [Member] | |||
Title of 12(b) Security | Class A shares, $0.0001 par value per share, included as part of the SAILSM securities | ||
Trading Symbol | STET | ||
Security Exchange Name | NYSE | ||
Redeemable Warrants Each Whole Warrant Exercisable For One Class Share At Exercise Price Of 11. 50 Included As Part Of Sail S M Securities [Member] | |||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A share at an exercise price of $11.50, included as part of the SAILSM securities | ||
Trading Symbol | STETWS | ||
Security Exchange Name | NYSE | ||
Common Class A [Member] | |||
Entity Common Stock, Shares Outstanding | 28,750,000 | ||
Common Class B [Member] | |||
Entity Common Stock, Shares Outstanding | 1,437,500 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2021USD ($) |
Current assets | |
Cash | $ 774,855 |
Prepaid Expenses - Current | 612,120 |
Total Current Assets | 1,386,975 |
Prepaid Expenses – Non-Current | 539,195 |
Assets Held in Trust | 291,813,714 |
Total Assets | 293,739,884 |
Current Liabilities | |
Accounts Payable and Accrued Expenses | 1,775,315 |
Accounts Payable – Related Party | 191,258 |
Total Current Liabilities | 1,966,573 |
Warrant Liability | 19,299,375 |
Underwriter’s Fee Payable | 10,062,500 |
Total Liabilities | 31,328,448 |
Class A Shares Subject to Possible Redemption, 28,750,000 shares at redemption value of $10.15 | 291,812,500 |
Shareholders’ Deficit | |
Undesignated Shares, $0.0001 par value; 5,000,000 shares authorized; none outstanding | |
Additional Paid in Capital | |
Accumulated Deficit | (29,401,208) |
Total Shareholders’ Deficit | (29,401,064) |
Total Liabilities, Class A Shares Subject to Possible Redemption and Shareholders’ Deficit | 293,739,884 |
Common Class A [Member] | |
Shareholders’ Deficit | |
Common Stock, Value, Issued | |
Common Class B [Member] | |
Shareholders’ Deficit | |
Common Stock, Value, Issued | $ 144 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Undesignated Shares, par value | $ / shares | $ 0.0001 |
Undesignated Shares, shares authorized | 5,000,000 |
Undesignated Shares, shares issued | 0 |
Common Class A [Member] | |
Shares subject to possible redemption | 28,750,000 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 500,000,000 |
Common stock, shares issued | 0 |
Common stock, shares outstanding | 0 |
Common Class B [Member] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 50,000,000 |
Common stock, shares issued | 1,437,500 |
Common stock, shares outstanding | 1,437,500 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 9 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
Formation costs and other operating expenses | $ 384,762 |
Loss from operations | (384,762) |
Other Income (Expense): | |
Transaction costs allocable to warrant liability | (713,600) |
Change in fair value of warrant liability | 793,125 |
Interest earned on Assets held in Trust | 1,214 |
Net Loss | $ (304,023) |
Weighted average shares outstanding of Class A shares | shares | 2,565,789 |
Basic and diluted net loss per share, Class A shares | $ / shares | $ (0.08) |
Weighted average shares outstanding of Class B shares | shares | 1,265,508 |
Basic and diluted net loss per share, Class B shares | $ / shares | $ (0.08) |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - 9 months ended Dec. 31, 2021 - USD ($) | Class A Shares [Member] | Class B Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance -April 9, 2021 (Date of Inception) at Apr. 08, 2021 | |||||
Balance at beginning, Shares at Apr. 08, 2021 | |||||
Issuance of Class B shares to Sponsor | $ 144 | 24,856 | 25,000 | ||
Issuance of Class B shares to Sponsor, Shares | 1,437,500 | ||||
Excess of cash received from private placement warrants | 2,895,000 | 2,895,000 | |||
Re-measurement of Class A shares to redemption value | (2,919,856) | (29,097,185) | (32,017,041) | ||
Net loss | (304,023) | (304,023) | |||
Balance - December 31, 2021 at Dec. 31, 2021 | $ 144 | $ (29,401,208) | $ (29,401,064) | ||
Balance at ending, Shares at Dec. 31, 2021 | 1,437,500 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Cash flow from Operating Activities: | |
Net loss | $ (304,023) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (1,214) |
Changes in fair value of Warrant Liability | (793,125) |
Transaction costs allocated to Warrant Liability | 713,600 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (1,151,315) |
Accounts Payable and Accrued Expenses | 310,932 |
Net cash used in operating activities | (1,225,145) |
Cash flow from Investing Activities: | |
Investment of cash in Trust Account | (291,812,500) |
Net cash used in investing activities | (291,812,500) |
Cash flows from Financing Activities: | |
Proceeds from sale of SAILSM securities, net of underwriting discounts paid | 281,750,000 |
Proceeds from sale of private placement warrants | 12,062,500 |
Net cash provided by financing activities | 293,812,500 |
Net change in cash | 774,855 |
Cash — Beginning of Period | |
Cash — End of Period | 774,855 |
Non-Cash investing and financing activities | |
Offering costs included in accounts payable and accrued expenses | 1,464,383 |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B shares | 25,000 |
Deferred offering costs paid by Sponsor on behalf of ST Energy | 191,258 |
Re-measurement of Class A shares to redemption value | (32,017,041) |
Deferred underwriting fee payable | 10,062,500 |
Initial measurement of warrants issued in connection with the initial public offering accounted for as liabilities | $ 20,092,500 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS ST Energy Transition I Ltd. (the “Company”) is a blank check company incorporated in Bermuda on April 9, 2021. The Company was formed for the purpose of effectuating a merger, capital share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not yet commenced any operations. All activity for the period April 9, 2021 (inception) through December 31, 2021, related to the Company’s formation and the initial public offering (the “Initial Public Offering”) and identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on December 2, 2021. On December 7, 2021, the Company consummated the Initial Public Offering of 25,000,000 SM 0.0001 11.50 SM 10.00 SM 250,000,000 Simultaneous with the consummation of the IPO and the issuance and sale of the SAIL SM 10,750,000 1.00 10,750,000 Following the closing of the Initial Public Offering on December 7, 2021, an amount of $ 253,750,000 10.15 245,000,000 8,750,000 On December 9, 2021, the underwriters’ exercised their over-allotment option and purchased an additional 3,750,000 SM 10.00 37,500,000 1,312,500 1.00 1,312,500 38,062,500 10.15 1,312,500 1,312,500 Transaction costs amounted to $ 17,493,141 5,750,000 10,062,500 1,680,641 713,600 774,855 The Company must complete an initial Business Combination with one or more target businesses having an aggregate fair market value of at least 80 50 10.15 SM 185 The Company’s amended and restated bye-laws will provide that, other than the withdrawal of interest earned on the funds that may be released to the Company to pay taxes, none of the funds held in Trust Account will be released until the earlier of: (i) the completion of an initial Business Combination; (ii) the redemption of any of the Class A shares included in the SAIL SM The Company, after signing a definitive agreement for an initial Business Combination, will either (i) seek shareholder approval of the initial Business Combination at a meeting called for such purpose in connection with which Public Shareholders may seek to redeem their Public shares, regardless of whether they vote for or against the initial Business Combination or do not vote at all, for cash equal to their pro rata share of 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 taxes, or (ii) provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination at $10.15 per share and the per share interest earned on the funds held in the Trust Account (net of permitted withdrawals). As a result, such Public Share will be recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), Distinguishing Liabilities from Equity. The amount in the Trust Account is initially anticipated to be $10.15 per Public Share. The decision as to whether the Company will seek Shareholder approval of the initial Business Combination or will allow shareholders to sell their shares in 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 otherwise require the Company to seek shareholder approval. If the Company seeks shareholder approval, it will complete its Business Combination only if it receives an ordinary resolution under Bermuda law, which requires approval by a majority of the votes attached to shares voted at a general meeting of the company where a quorum of at least two persons present in person or by proxy representing at least 50% of the issued and outstanding shares (or class thereof) entitled to vote at such general meeting are present at the time such general meeting proceeds to business (unless applicable Bermuda law requires a higher approval threshold). However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Certificate of Incorporation provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from seeking redemption rights with respect to 15 The Company only has 18 months from the closing of the Initial Public Offering to complete the initial Business Combination (or such later date as approved by holders of a majority of the outstanding Class A shares that are voted at a meeting to extend such date, voting together as a single class) (the “Business Combination Period”). If the Company does not complete an initial Business Combination within this period of time (and shareholders do not approve an amendment to the amended and restated bye-laws to extend this date), it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, of $10.15, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Bermuda law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Company’s Sponsor, officers and directors, or the Initial Shareholders, have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any Founder Shares (as defined in Note 5) and Public Shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a shareholder vote to approve an amendment to the Company’s amended and restated bye-laws to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within the Business Combination Period or with respect to any other material provisions relating to shareholders’ rights or pre-combination transaction activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete an initial Business Combination within the Business Combination Period (although they will be entitled to liquidate distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an initial Business Combination within the Business Combination Period). Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Liquidity and Capital Resources As of December 31, 2021, the Company had approximately $ 291,813,714 774,855 25,000 300,000 Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no 774,855 Share-based Compensation The transfer of the Founder Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon occurrence of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied by the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of December 31, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no share-based compensation expense has been recognized. The fair value at the grant date of the 60,000 106,000 1.76 106,000 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 statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no Currently, there is no taxation imposed on the Company’s income by the Government of Bermuda. Additionally, the Company has received an assurance from the Ministry of Finance of Bermuda granting an exemption, until March 31, 2035, from the imposition of tax under any applicable Bermuda law computed on profits or income or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax in each case in respect of the Company or any of its operations, provided that such exemption shall not prevent the application of any tax payable in accordance with the provisions of the Land Tax Act 1967 or otherwise payable in relation to land in Bermuda leased to the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months. Shares Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in ASC 480 Distinguishing Liabilities from Equity. Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of ordinary share (including shares of ordinary share 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) is classified as temporary equity. At all other times, shares are classified as shareholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. At December 31, 2021, the Class A shares reflected in the balance sheet are reconciled in the following table: Scheduled of common stock subject to possible redemption Gross Proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (10,925,000 ) Class A shares issuance costs (16,779,541 ) Plus: Re-measurement of carrying value to redemption value 32,017,041 Class A shares subject to possible redemption, December 31, 2021 $ 291,812,500 Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” 17,493,141 5,750,000 10,062,500 1,680,641 16,779,541 SM 713,600 SM Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company applies the two-class method in calculating net loss per ordinary share. Basic loss per ordinary share is computed by dividing net loss applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Weighted average shares were reduced for the effect of an aggregate of 187,500 Class B shares that were subject to forfeiture if the over-allotment was not exercised by the underwriters which gives retroactive effect to the share recapitalization which occurred on November 6, 2021 as described in Notes 5 and 9. In connection with the underwriters’ full exercise of their over-allotment option on December 9, 2021, the 187,500 Class B shares were no longer subject to forfeiture. The Company has not considered the effect of the 26,437,500 A reconciliation of net loss per ordinary share is as follows: Scheduled of basic and diluted net loss per share For the Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (203,602 ) $ (100,421 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 2,565,789 1,265,508 Basic and diluted net loss per ordinary share $ (0.08) $ (0.08 ) 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 Corporation coverage limit of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. 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”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then revalued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in 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. The Company accounts for the Public Warrants and Private Placement Warrants 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. Recently Issued Accounting Standards In August 2020, FASB issued 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 for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on its financial statements. 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 December 7, 2021, the Company consummated its Initial Public Offering of 25,000,000 SM SM 0.0001 11.50 SM 10.00 SM 250,000,000 On December 9, 2021, the underwriters’ exercised their over-allotment option and purchased an additional 3,750,000 SM 10.00 37,500,000 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended |
Dec. 31, 2021 | |
Private Placement | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT On December 7, 2021, simultaneous with the consummation of the Initial Public Offering, the Company consummated the Private Placement of 10,750,000 1.00 10,750,000 1,312,500 1,312,500 SM Each Private Placement Warrant is identical to the warrants offered in the Initial Public Offering, except there are no redemption rights or liquidating distributions from the trust account with respect to Private Placement Warrants, which will expire worthless if we do not consummate a Business Combination within the Business Combination Period. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Alignment Shares On April 9, 2021, the Company issued an aggregate of 1,725,000 25,000 10,000 287,500 187,500 SM The Initial Shareholders have agreed not to transfer, assign or sell any of their Alignment Shares and any of their Class A shares deliverable upon conversion of the Alignment Shares for 30 days following the completion of an initial Business Combination. In connection with this arrangement, the Initial Shareholders have also agreed not to transfer, assign or sell any of their Alignment Shares until the earlier to occur of: (i) 30 days after the completion of our initial Business Combination and (ii) the date on which the Company completes a liquidation, merger, amalgamation, capital share exchange or other similar transaction after the initial Business Combination that results in all of its shareholders having the right to exchange their Class A shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described in the prospectus. Further, in connection with this arrangement, the Initial Shareholders have also agreed not to transfer, assign or sell any of their Private Placement Warrants and any Class A shares issued upon conversion or exercise thereof until 30 days after the completion of the initial Business Combination, except to permitted transferees. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Shareholders with respect to any Alignment shares and Private Placement Warrants. Promissory Note—Related Party On April 30, 2021, the Sponsor agreed to loan the Company an aggregate amount of up to $ 300,000 Related Party Loans The Company’s Sponsor has undertaken to fund working capital deficiencies of the Company and finance transaction costs in connection with an initial Business Combination of the Company by means of Company working capital loans for a period of 12 months beginning February 15, 2022. Such working capital loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 2,500,000 1.00 Related Party Payable The Sponsor has paid $ 191,258 Administrative Services Agreement Commencing on the date of the prospectus and until completion of the Company’s initial Business Combination or liquidation, the Company may reimburse affiliates of the Sponsor up to an amount of $ 10,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the working capital loans (and in each case holders of their component securities, as applicable) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration rights agreement does not contain liquidating damages, penalty provisions, or other cash settlement provisions resulting from delays in registering the Company’s securities. Underwriters’ Agreement The underwriters were paid a cash underwriting discount of 2.00 5,750,000 3.50 10,062,500 On December 9, 2021, the underwriters exercised the over-allotment option and purchased 3,750,000 SM 10.00 SM 37,500,000 36,750,000 750,000 SM |
WARRANT LIABILITY
WARRANT LIABILITY | 9 Months Ended |
Dec. 31, 2021 | |
Disclosure Warrant Liability Abstract | |
WARRANT LIABILITY | NOTE 7. WARRANT LIABILITY The Company will account for the 26,437,500 12,062,500 14,375,000 Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 The Company will not be obligated to deliver any Class A shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 60 The redemption of warrants when the price per Class A share equals or exceeds $ 18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 ● if, and only if, the reported last sale price of the Class A 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 as described) for any 20 30 The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the issuance of the Class A shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The redemption of warrants when the price per Class A share equals or exceeds $ 10.00 ● in whole and not in part; ● at $ 0.10 ● if, and only if, the Reference Value equals or exceeds $ 10.00 ● if the Reference Value is less than $ 18.00 If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of Class A shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The exercise price and number of Class A shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Business Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional Class A shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $ 9.20 60 20 9.20 115 180 The Private Placement Warrants will be identical to the Public Warrants included in the SAIL SM 30 |
CLASS A SHARES SUBJECT TO POSSI
CLASS A SHARES SUBJECT TO POSSIBLE REDEMPTION | 9 Months Ended |
Dec. 31, 2021 | |
Class Shares Subject To Possible Redemption | |
CLASS A SHARES SUBJECT TO POSSIBLE REDEMPTION | NOTE 8. CLASS A SHARES SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 0.0001 one 28,750,000 |
SHAREHOLDER_S DEFICIT
SHAREHOLDER’S DEFICIT | 9 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SHAREHOLDER’S DEFICIT | NOTE 9. SHAREHOLDER’S DEFICIT Class A shares 500,000,000 Class A shares, $ 0.0001 par value. Holders of the Company’s Class A shares are entitled to one vote for each share. As of December 31, 2021, there were no Class A shares issued or outstanding, excluding 28,750,000 Class B shares — 50,000,000 0.0001 Holders of the Company’s Class B shares are entitled to one vote for each share. 1,437,500 187,500 SM On June 29, 2021, our sponsor transferred 10,000 alignment shares to each of our directors. On the last day of each measurement period, which will occur annually over ten fiscal years following consummation of an initial Business Combination (and, with respect to any measurement period in which there is a change of control or in which the Company liquidates, dissolves or winds up, on the business day immediately prior to such event instead of on the last day of such measurement period), 143,750 Alignment Shares (or, 125,000 Alignment Shares if the over-allotment option is not exercised) will automatically convert, subject to adjustment as described herein, into Class A shares (“Conversion Shares”), as follows: ● if the sum (such sum, the “Total Return”) of (i) the VWAP, calculated in accordance with “—Volume weighted average price” below, of Class A shares for the final fiscal quarter in such measurement period and (ii) the amount per share of any dividends or distributions paid or payable to holders of our Class A shares, the record date for which is on or prior to the last day of the measurement period, does not exceed the price threshold (as defined below), the number of conversion shares for such measurement period will be 1,437 Class A shares (or 1,250 if the over-allotment option is not exercised); ● if the Total Return exceeds the price threshold but does not exceed an amount equal to 130% of the price threshold, then the number of conversion shares for such measurement period will be the greater of (i) 1,437 Class A shares (or 1,250 if the over-allotment option is not exercised) and (ii) 20% of the difference between the Total Return and the price threshold, multiplied by (A) the sum (such sum (as proportionally adjusted to give effect to any share splits, share capitalizations, share combinations, share dividends, reorganizations, recapitalizations or any such similar transactions), the “Closing Share Count”) of (x) the number of Class A shares outstanding immediately after the closing of the Initial Public Offering which gives retroactive effect to the share recapitalization which occurred on November 6, 2021 as described in Notes 5, 6 and 9. (including any exercise of the over-allotment option) and (y) if in connection with the initial Business Combination there are issued any Class A shares or equity-linked securities (as defined herein), the number of Class A shares so issued and the maximum number of Class A shares issuable (whether settled in shares or in cash) upon conversion or exercise of such equity-linked securities, divided by (B) the Total Return; and ● if the Total Return exceeds an amount equal to 130% of the price threshold, then the number of conversion shares for such measurement period will be the greater of (i) 1,437 Class A shares (or 1,250 if the over-allotment option is not exercised) and (ii) the sum of (x) 20% of the difference between an amount equal to 130% of the price threshold and the price threshold and (y) 30% of the difference between the Total Return and an amount equal to 130% of the price threshold, multiplied by (A) the Closing Share Count, divided by (B) the Total Return. ● The term “measurement period” means (i) the period beginning on the date of our initial Business Combination and ending with, and including, the first fiscal quarter following the end of the fiscal year in which we consummate our initial Business Combination and (ii) each of the nine successive four- fiscal-quarter periods. ● The “price threshold” will initially equal $10.00 for the first measurement period and will thereafter be adjusted at the beginning of each subsequent measurement period to be equal to the greater of (i) the price threshold for the immediately preceding measurement period and (ii) the VWAP for the immediately preceding measurement period (in each case, as proportionally adjusted to give effect to any share splits, share capitalizations, share combinations, share dividends, reorganizations, recapitalizations or any such similar transactions). ● For purposes of the above calculation, “equity-linked securities” means securities (other than the public warrants and the private placement warrants) issued by the company and/or any entities that (after giving effect to completion of the initial Business Combination) are subsidiaries of the company that are directly or indirectly convertible into or exercisable for Class A shares, or for a cash settlement value in lieu thereof. ● The foregoing calculations will be based on our fiscal year and fiscal quarters, which may change as a result of our initial Business Combination. Each conversion of alignment shares will apply to the holders of alignment shares on a pro rata basis. If, upon conversion of any alignment shares, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A shares to be issued to such holder. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: ● Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. ● Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. ● Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2021, assets held in the Trust Account were comprised of $291,813,714 in money market funds which are invested primarily in U.S. Treasury Securities. During the period ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets and 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. Schedule Of Fair Value Hierarchy For Assets and Liabilities Measured At Fair Value on a Recurring basis (Level 1) (Level 2) (Level 3) Description Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund $ 291,813,714 — — Liabilities: Public Warrants — — 10,493,750 Private Placement Warrants — — 8,805,625 The Company established the initial fair value of the warrants on December 7, 2021, the date of the consummation of the Company’s IPO. The Company allocated the proceeds received from (i) the sale of the SAIL securities to the redeemable Class A Shares and public warrants based on the with or without method by first allocating to the estimated fair value of the public warrants then to the redeemable Class A Shares, and (ii) the sale of the private placement warrants to the estimated fair value of the private placement warrants with the remainder being recorded through additional paid in capital. The key inputs into the binomial lattice formula model were as follows: Schedule Of Fair Value Of Assets and Liabilities Valuation Techniques and Measurement Inputs December 31, December 7, Input Public Private Public Private Share Price $ 9.65 $ 10.01 $ 9.62 $ 9.62 Exercise Price $ 11.50 $ 11.50 $ 11.50 $ 11.50 Risk-free rate of interest 1.28 % 1.28 % 1.28 % 1.28 % Volatility 12.9 % 12.9 % 13.5 % 13.5 % Term 5 years 5 years 5 years 5 years Probability Weighted Fair Value of Warrants $ 0.73 $ 0.73 $ 0.76 $ 0.76 The Warrants were valued using a binomial lattice model, which is considered to a be Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility as of the IPO date was derived from observable warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. The following table presents a summary of the changes in the fair value of the Public and Private Placement Warrants, Level 3 liabilities, measured on a recurring basis. Schedule of the changes in the fair value of the warrants measured on recurring basis Public Private Fair Value as of April 9, 2021 $ - $ - Initial Measurement on December 7, 2021 10,925,000 9,167,500 Change in valuation inputs or other assumptions (1) (431,250 ) (361,875 ) Fair Value as of December 31, 2021 $ 10,493,750 $ 8,805,625 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 25, 2022, pursuant to a promissory note between the Sponsor and the Company signed on February 16, 2022, the Company drew $ 1,300,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
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 (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Liquidity and Capital Resources | Liquidity and Capital Resources As of December 31, 2021, the Company had approximately $ 291,813,714 774,855 25,000 300,000 |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no 774,855 |
Share-based Compensation | Share-based Compensation The transfer of the Founder Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon occurrence of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied by the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of December 31, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no share-based compensation expense has been recognized. The fair value at the grant date of the 60,000 106,000 1.76 106,000 |
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 statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no Currently, there is no taxation imposed on the Company’s income by the Government of Bermuda. Additionally, the Company has received an assurance from the Ministry of Finance of Bermuda granting an exemption, until March 31, 2035, from the imposition of tax under any applicable Bermuda law computed on profits or income or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax in each case in respect of the Company or any of its operations, provided that such exemption shall not prevent the application of any tax payable in accordance with the provisions of the Land Tax Act 1967 or otherwise payable in relation to land in Bermuda leased to the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months. |
Shares Subject to Possible Redemption | Shares Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in ASC 480 Distinguishing Liabilities from Equity. Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of ordinary share (including shares of ordinary share 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) is classified as temporary equity. At all other times, shares are classified as shareholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. At December 31, 2021, the Class A shares reflected in the balance sheet are reconciled in the following table: Scheduled of common stock subject to possible redemption Gross Proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (10,925,000 ) Class A shares issuance costs (16,779,541 ) Plus: Re-measurement of carrying value to redemption value 32,017,041 Class A shares subject to possible redemption, December 31, 2021 $ 291,812,500 |
Offering Costs | Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” 17,493,141 5,750,000 10,062,500 1,680,641 16,779,541 SM 713,600 SM |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company applies the two-class method in calculating net loss per ordinary share. Basic loss per ordinary share is computed by dividing net loss applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Weighted average shares were reduced for the effect of an aggregate of 187,500 Class B shares that were subject to forfeiture if the over-allotment was not exercised by the underwriters which gives retroactive effect to the share recapitalization which occurred on November 6, 2021 as described in Notes 5 and 9. In connection with the underwriters’ full exercise of their over-allotment option on December 9, 2021, the 187,500 Class B shares were no longer subject to forfeiture. The Company has not considered the effect of the 26,437,500 A reconciliation of net loss per ordinary share is as follows: Scheduled of basic and diluted net loss per share For the Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (203,602 ) $ (100,421 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 2,565,789 1,265,508 Basic and diluted net loss per ordinary share $ (0.08) $ (0.08 ) |
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 Corporation coverage limit of $ 250,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
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”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then revalued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in 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. The Company accounts for the Public Warrants and Private Placement Warrants 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. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, FASB issued 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 for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on its financial statements. 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Scheduled of common stock subject to possible redemption | Scheduled of common stock subject to possible redemption Gross Proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (10,925,000 ) Class A shares issuance costs (16,779,541 ) Plus: Re-measurement of carrying value to redemption value 32,017,041 Class A shares subject to possible redemption, December 31, 2021 $ 291,812,500 |
Scheduled of basic and diluted net loss per share | Scheduled of basic and diluted net loss per share For the Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (203,602 ) $ (100,421 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 2,565,789 1,265,508 Basic and diluted net loss per ordinary share $ (0.08) $ (0.08 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Fair Value Hierarchy For Assets and Liabilities Measured At Fair Value on a Recurring basis | Schedule Of Fair Value Hierarchy For Assets and Liabilities Measured At Fair Value on a Recurring basis (Level 1) (Level 2) (Level 3) Description Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund $ 291,813,714 — — Liabilities: Public Warrants — — 10,493,750 Private Placement Warrants — — 8,805,625 |
Schedule Of Fair Value Of Assets and Liabilities Valuation Techniques and Measurement Inputs | Schedule Of Fair Value Of Assets and Liabilities Valuation Techniques and Measurement Inputs December 31, December 7, Input Public Private Public Private Share Price $ 9.65 $ 10.01 $ 9.62 $ 9.62 Exercise Price $ 11.50 $ 11.50 $ 11.50 $ 11.50 Risk-free rate of interest 1.28 % 1.28 % 1.28 % 1.28 % Volatility 12.9 % 12.9 % 13.5 % 13.5 % Term 5 years 5 years 5 years 5 years Probability Weighted Fair Value of Warrants $ 0.73 $ 0.73 $ 0.76 $ 0.76 |
Schedule of the changes in the fair value of the warrants measured on recurring basis | Schedule of the changes in the fair value of the warrants measured on recurring basis Public Private Fair Value as of April 9, 2021 $ - $ - Initial Measurement on December 7, 2021 10,925,000 9,167,500 Change in valuation inputs or other assumptions (1) (431,250 ) (361,875 ) Fair Value as of December 31, 2021 $ 10,493,750 $ 8,805,625 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations. |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | Dec. 09, 2021 | Dec. 07, 2021 | Dec. 31, 2021 |
Proceed from issuance of warrant | $ 713,600 | ||
Number of warrant issued | 38,062,500 | ||
Underwriters deferred discount | $ 1,312,500 | ||
Transaction costs | 17,493,141 | ||
Underwriting fees | 5,750,000 | ||
Deferred underwriting fees | 10,062,500 | ||
Other costs | 1,680,641 | ||
Cash held Trust Account | $ 774,855 | ||
Prospective assets of acquiree as a percentage of fair value of assets in the trust account | 80.00% | ||
Equity method investment ownership percentage | 50.00% | ||
Per Share Value Of Restricted Assets | $ 10.15 | ||
Term of restricted investments | 185 days | ||
Minimum net worth to consummate business combination | $ 5,000,001 | ||
Percentage of public shares to be redeemed in case business combination is not consummated | 15.00% | ||
IPO [Member] | |||
Share sold price | $ 10 | $ 10 | |
Gross proceeds from issuance of initial public offering | $ 245,000,000 | ||
Sale of stock | $ 253,750,000 | ||
Share Price | $ 10.15 | ||
Private Placement Warrants [Member] | |||
Proceed from issuance of warrant | $ 8,750,000 | ||
Private Placement Warrants [Member] | Warrant [Member] | |||
Warrant price | $ 1 | ||
Proceed from issuance of warrant | $ 1,312,500 | ||
Number of warrant issued | 1,312,500 | ||
Private Placement Warrants [Member] | Sponsor [Member] | |||
Stock issued during period shares issued in initial public offering | 10,750,000 | ||
Warrant price | $ 1 | ||
Proceed from issuance of warrant | $ 10,750,000 | ||
Over-Allotment Option [Member] | |||
Stock issued during period shares issued in initial public offering | 3,750,000 | ||
Share sold price | $ 10 | ||
Gross proceeds from issuance of initial public offering | $ 37,500,000 | ||
Stock issued during period shares issued for services | 3,750,000 | ||
Common Class A [Member] | |||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common Class A [Member] | IPO [Member] | |||
Stock issued during period shares issued in initial public offering | 25,000,000 | ||
Common stock, par or stated value per share | $ 0.0001 | ||
Warrant price | 11.50 | ||
Share sold price | $ 10 | ||
Gross proceeds from issuance of initial public offering | $ 250,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Accounting Policies [Abstract] | |
Gross Proceeds | $ 287,500,000 |
Proceeds allocated to Public Warrants | (10,925,000) |
Class A shares issuance costs | (16,779,541) |
Re-measurement of carrying value to redemption value | 32,017,041 |
Class A shares subject to possible redemption, December 31, 2021 | $ 291,812,500 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 9 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Common Class A [Member] | |
Basic and diluted net loss per ordinary share | |
Allocation of net loss, as adjusted | $ | $ (203,602) |
Basic and diluted weighted average ordinary shares outstanding | shares | 2,565,789 |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.08) |
Common Class B [Member] | |
Basic and diluted net loss per ordinary share | |
Allocation of net loss, as adjusted | $ | $ (100,421) |
Basic and diluted weighted average ordinary shares outstanding | shares | 1,265,508 |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.08) |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Dec. 09, 2021 | Jun. 29, 2021 | Dec. 31, 2021 | Apr. 08, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||||
Cash held in Trust Account | $ 291,813,714 | |||
Cash | 774,855 | |||
Cash and cash equiavlents | 0 | |||
Number of shares transferred | 10,000 | |||
Share Price | $ 10 | |||
Compensation expense | 106,000 | |||
Unrecognized tax benefits | 0 | |||
Unrecognized tax benefits, accrued interests and penalities | 0 | |||
Offering Costs | 17,493,141 | |||
Underwriting fees | 5,750,000 | |||
Deferred underwriting fees | 10,062,500 | |||
Offering costs charged to shareholders equity | 1,680,641 | |||
Reduction of offering costs | $ 16,779,541 | |||
Warrants sold | 26,437,500 | |||
Federal Depository Insurance Corporation | $ 250,000 | |||
Common Class B [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures and Expirations | 187,500 | |||
Public Warrants [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Offering Costs | $ 713,600 | |||
Director [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Number of shares transferred | 60,000 | |||
Fair value of shares transferred | $ 106,000 | |||
Share Price | $ 1.76 | |||
Sposor [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Payment of offering costs | $ 25,000 | |||
Debt instrument, face amount | $ 300,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | Dec. 09, 2021 | Dec. 07, 2021 | Dec. 31, 2021 |
IPO [Member] | |||
Shares issued, price per share | $ 10 | $ 10 | |
Gross proceeds from issuance of initial public offering | $ 245,000,000 | ||
Over-Allotment Option [Member] | |||
Stock shares issued during the period shares new issues | 3,750,000 | ||
Shares issued, price per share | $ 10 | ||
Gross proceeds from issuance of initial public offering | $ 37,500,000 | ||
Common Class A [Member] | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common Class A [Member] | IPO [Member] | |||
Stock shares issued during the period shares new issues | 25,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||
Warrant price | 11.50 | ||
Shares issued, price per share | $ 10 | ||
Gross proceeds from issuance of initial public offering | $ 250,000,000 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | Dec. 07, 2021 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||
Gross proceeds from private placement issue | $ 2,895,000 | |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants and rights issued during the period | 10,750,000 | |
Class of warrants and rights issued, price per warrant | $ 1 | |
Gross proceeds from private placement issue | $ 10,750,000 | |
Private Placement Warrants [Member] | IPO [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants and rights issued during the period | 1,312,500 | |
Gross proceeds from private placement issue | $ 1,312,500 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Dec. 09, 2021 | Apr. 10, 2021 | Jun. 29, 2021 | Dec. 31, 2021 | Apr. 30, 2021 |
Related Party Transaction [Line Items] | |||||
Number of shares transferred | 10,000 | ||||
Working Capital Loans [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument, convertible, warrants issued | $ 2,500,000 | ||||
Warrants issued price per warrant | $ 1 | ||||
Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock shares subject to forfeiture | 287,500 | ||||
Shares subject to forfeiture | 187,500 | ||||
Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument, face amount | $ 300,000 | ||||
Related party cost | $ 191,258 | ||||
Sponsor [Member] | Administrative Service Fee [Member] | |||||
Related Party Transaction [Line Items] | |||||
Reimburse of expenses from transactions with related party | $ 10,000 | ||||
Sponsor [Member] | Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during period shares issued for services | 1,725,000 | ||||
Stock issued during period, value, issued for services | $ 25,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Dec. 09, 2021 | Dec. 31, 2021 |
Offsetting Assets [Line Items] | ||
Share price | $ 10 | |
Proceeds from issuance of common stock | $ 36,750,000 | |
Over-Allotment Option [Member] | ||
Offsetting Assets [Line Items] | ||
Stock issued during period shares issued in initial public offering | 3,750,000 | |
Proceeds from issuance of common stock | $ 37,500,000 | |
Deferred Underwriter Fees | $ 750,000 | |
Underwriting Agreement [Member] | Over-Allotment Option [Member] | ||
Offsetting Assets [Line Items] | ||
Cash underwriting discount percent | 2.00% | |
Payment of underwriting discount | $ 5,750,000 | |
Deferred underwriting fee percent | 3.50% | |
Deferred compensation liability, classified, noncurrent | $ 10,062,500 |
WARRANT LIABILITY (Details Narr
WARRANT LIABILITY (Details Narrative) - $ / shares | 9 Months Ended | |
Dec. 31, 2021 | Dec. 09, 2021 | |
Class of Warrant or Right [Line Items] | ||
Class of warrants or rights issued during the period | 26,437,500 | |
Share price | $ 10 | |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants or rights issued during the period | 12,062,500 | |
Class of warrants or rights period after which they are excercisable from the consummation of business combination | 30 days | |
Class of warrants or rights period within which they must be registered from the consummation of business combination | 15 days | |
Class of warrants or rights period within the registration shall be effective from the consummation of business combination | 60 days | |
Public Warrants [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Volume weighted average price per share | $ 9.20 | |
Percentage of funds raised to be used for consummating business combination | 60.00% | |
Number of consecutive trading days for determining the volume weighted average price of share | 20 days | |
Warrant Price | $ 9.20 | |
Public Warrants [Member] | Warrant Redemption Exercise Price Percentage One [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants or rights exercise price percentage | 115.00% | |
Public Warrants [Member] | Warrant Redemption Exercise Price Percentage Two [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants or rights exercise price percentage | 180.00% | |
Public Warrants [Member] | Redemption Trigger Price One [Member] | Warrant Redemption Price One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share price | $ 18 | |
Class of warrants or rights redemption price per share | $ 0.01 | |
Number of consecutive trading days for determining the share price | 30 days | |
Public Warrants [Member] | Redemption Trigger Price One [Member] | Warrant Redemption Price One [Member] | Warrant Redemption Exercise Price Percentage One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of trading days for determining the share price | 20 days | |
Public Warrants [Member] | Redemption Trigger Price Two [Member] | Warrant Redemption Price Two [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share price | $ 10 | |
Class of warrants or rights redemption price per share | $ 0.10 | |
Minimum notice period to be given to warrant holders prior to redemption | 30 days | |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants or rights issued during the period | 14,375,000 | |
Private Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants or rights lock in period | 30 days | |
Private Warrants [Member] | Redemption Trigger Price One [Member] | Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share price | $ 10 | |
Private Warrants [Member] | Redemption Trigger Price Two [Member] | Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share price | $ 18 |
CLASS A SHARES SUBJECT TO POS_2
CLASS A SHARES SUBJECT TO POSSIBLE REDEMPTION (Details Narrative) - Common Class A [Member] | 9 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Temporary equity shares authorized | 500,000,000 |
Temporary equity par or stated value per share | $ / shares | $ 0.0001 |
Temporary equity voting rights | one |
Temporary equity shares outstanding | 28,750,000 |
SHAREHOLDER_S DEFICIT (Details
SHAREHOLDER’S DEFICIT (Details Narrative) - $ / shares | Dec. 09, 2021 | Dec. 31, 2021 | Dec. 07, 2021 |
Class of Stock [Line Items] | |||
Shares Alignmenet description | 10,000 alignment shares to each of our directors. | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 500,000,000 | ||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock, shares, issued | 0 | ||
Common stock, shares, outstanding | 0 | ||
Shares subject to possible redemption | 28,750,000 | ||
Voting rights | Holders of the Company’s Class B shares are entitled to one vote for each share. | ||
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 50,000,000 | ||
Common stock, par or stated value per share | $ 0.0001 | ||
Common stock, shares, issued | 1,437,500 | ||
Common stock, shares, outstanding | 1,437,500 | ||
Shares subject to forfeiture | 187,500 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - Fair Value, Recurring [Member] | Dec. 31, 2021USD ($) |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account - U.S. Treasury Securities Money Market Fund | $ 291,813,714 |
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities | |
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities | |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account - U.S. Treasury Securities Money Market Fund | |
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities | |
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities | |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account - U.S. Treasury Securities Money Market Fund | |
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities | 10,493,750 |
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities | $ 8,805,625 |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details 1) - $ / shares | Dec. 07, 2021 | Dec. 31, 2021 |
Public Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Probability Weighted Fair Value of Warrants | $ 0.76 | $ 0.73 |
Public Warrants [Member] | Measurement Input, Share Price [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Measurement Input | 9.62 | 9.65 |
Public Warrants [Member] | Measurement Input, Exercise Price [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Measurement Input | 11.50 | 11.50 |
Public Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Measurement Input | 1.28 | 1.28 |
Public Warrants [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Measurement Input | 13.5 | 12.9 |
Public Warrants [Member] | Measurement Input, Expected Term [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Measurement Input | 5 years | 5 years |
Private Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Probability Weighted Fair Value of Warrants | $ 0.76 | $ 0.73 |
Private Warrants [Member] | Measurement Input, Share Price [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Measurement Input | 9.62 | 10.01 |
Private Warrants [Member] | Measurement Input, Exercise Price [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Measurement Input | 11.50 | 11.50 |
Private Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Measurement Input | 1.28 | 1.28 |
Private Warrants [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Measurement Input | 13.5 | 12.9 |
Private Warrants [Member] | Measurement Input, Expected Term [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Measurement Input | 5 years | 5 years |
FAIR VALUE MEASUREMENTS (Deta_3
FAIR VALUE MEASUREMENTS (Details 2) | 9 Months Ended | |
Dec. 31, 2021USD ($) | ||
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Fair value, Beginning Balance | ||
Initial Measurement | 10,925,000 | |
Change in valuation inputs or other assumptions | (431,250) | [1] |
Fair value, Ending Balance | 10,493,750 | |
Private Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Fair value, Beginning Balance | ||
Initial Measurement | 9,167,500 | |
Change in valuation inputs or other assumptions | (361,875) | [1] |
Fair value, Ending Balance | $ 8,805,625 | |
[1] | Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Mar. 25, 2022USD ($) |
Subsequent Event [Member] | Sponsor [Member] | |
Subsequent Event [Line Items] | |
Working capital loan | $ 1,300,000 |