Cover
Cover - USD ($) | 9 Months Ended | ||
Dec. 31, 2021 | Mar. 29, 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 | 001-41022 | ||
Entity Registrant Name | Rigel Resource Acquisition Corp. | ||
Entity Central Index Key | 0001860879 | ||
Entity Tax Identification Number | 98-1594226 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Address, Address Line One | 7 Bryant Park | ||
Entity Address, Address Line Two | 1045 Avenue of the Americas | ||
Entity Address, Address Line Three | Floor 25 | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10018 | ||
City Area Code | 646 | ||
Local Phone Number | 453-2672 | ||
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 | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | Los Angeles, CA | ||
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | ||
Trading Symbol | RRAC.U | ||
Security Exchange Name | NYSE | ||
Class A ordinary shares, par value $0.0001 per share | |||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Trading Symbol | RRAC | ||
Security Exchange Name | NYSE | ||
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Trading Symbol | RRACWS | ||
Security Exchange Name | NYSE | ||
Common Class A [Member] | |||
Entity Common Stock, Shares Outstanding | 30,000,000 | ||
Common Class B [Member] | |||
Entity Common Stock, Shares Outstanding | 7,500,000 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2021USD ($) |
Current Assets: | |
Cash | $ 1,675,601 |
Prepaid expenses | 26,022 |
Other current assets | 572,539 |
Total Current Assets | 2,274,162 |
Other assets | 489,807 |
Investments held in Trust Account | 306,003,656 |
Total Assets | 308,767,625 |
LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | |
Accounts payable and accrued expenses | 1,172,307 |
Accrued offering costs | 804,655 |
Total Current Liabilities | 1,976,962 |
Derivative liabilities | 18,070,221 |
Deferred underwriting commission | 10,500,000 |
Total Liabilities | 30,547,183 |
Class A ordinary shares subject to possible redemption; 30,000,000 shares (at redemption value of $10.20 per share) | 306,003,656 |
Shareholders’ deficit: | |
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | |
Accumulated deficit | (27,783,964) |
Total Shareholders’ Deficit | (27,783,214) |
Total Liabilities, Ordinary Shares subject to Possible Redemption and Shareholders’ Deficit | 308,767,625 |
Common Class A [Member] | |
Shareholders’ deficit: | |
Common Stock, Value, Issued | |
Common Class B [Member] | |
Shareholders’ deficit: | |
Common Stock, Value, Issued | $ 750 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Shares subject to possible redemption | 30,000,000 |
Preferred stock, Par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common Class A [Member] | |
Common stock, par or stated value per share | $ / 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 or stated value per share | $ / shares | $ 0.0001 |
Common stock, shares authorized | 50,000,000 |
Common stock, shares, issued | 7,500,000 |
Common stock, shares, outstanding | 7,500,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 9 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
EXPENSES | |
Administrative fee - related party | $ 17,500 |
General and administrative | 396,620 |
TOTAL EXPENSES | 414,120 |
OTHER INCOME (EXPENSES) | |
Investment income earned on investment held in Trust Account | 3,684 |
Transaction costs allocable to warrant liability; over-allotment liability and forward purchase agreement | (1,213,459) |
Fair value of Private Warrants and forward purchase agreement in excess of proceeds received | (4,597,701) |
Gain on unexercised over-allotment option | 227,783 |
Change in fair value of derivative liabilities | 19,967,480 |
TOTAL OTHER INCOME, NET | 14,387,787 |
Net income | $ 13,973,667 |
Weighted average number of Class A ordinary shares outstanding, basic and diluted | shares | 5,799,257 |
Basic and diluted net income per Class A ordinary share | $ / shares | $ 1.07 |
Weighted average number of Class B ordinary shares outstanding, basic and diluted | shares | 7,315,869 |
Basic and diluted net income per Class B ordinary share | $ / shares | $ 1.07 |
STATEMENT OF CHANGES IN SHareHO
STATEMENT OF CHANGES IN SHareHOLDERS' DEFICIT - 9 months ended Dec. 31, 2021 - USD ($) | Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance as of April 6, 2021 (inception) at Apr. 05, 2021 | ||||
Balance at beginning, Shares at Apr. 05, 2021 | ||||
Issuance of Class B ordinary shares to Sponsor | $ 791 | 24,209 | 25,000 | |
Issuance of Class B ordinary shares to Sponsor, Shares | 7,906,250 | |||
Share based compensation | 261,646 | 261,646 | ||
Forfeiture of Class B ordinary shares upon expiration of overallotment option | $ (41) | 41 | ||
Forfeiture of Class B ordinary shares upon expiration of overallotment option, Shares | (406,250) | |||
Remeasurement adjustment of Class A ordinary shares to redemption value | (285,896) | (41,753,975) | (42,039,871) | |
Subsequent accretion of Class A ordinary shares to redemption value | (3,656) | (3,656) | ||
Net income | 13,973,667 | 13,973,667 | ||
Ending balance, value at Dec. 31, 2021 | $ 750 | $ (27,783,964) | $ (27,783,214) | |
Balance at ending, Shares at Dec. 31, 2021 | 7,500,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Cash Flows From Operating Activities: | |
Net income | $ 13,973,667 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Investment income earned on investments held in Trust Account | (3,656) |
Change in fair value of derivative warrant and forward purchase agreement liabilities | (19,967,480) |
Gain on unexercised over-allotment option | (227,783) |
Fair value of Private Warrants and forward purchase agreement in excess of proceeds received | 4,597,701 |
Transaction costs allocable to warrant liabilities | 1,213,459 |
Share-based compensation | 261,646 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (26,022) |
Other current assets | (572,539) |
Other assets | (489,807) |
Accounts payable and accrued expenses | 1,172,307 |
Net Cash Used In Operating Activities | (68,507) |
Cash Flows From Investing Activities: | |
Cash deposited into Trust Account | (306,000,000) |
Net Cash Used In Investing Activities | (306,000,000) |
Cash Flows From Financing Activities: | |
Proceeds from sale of Units in Public Offering, net of underwriting fee | 294,000,000 |
Proceeds from sale of Private Placement Warrants and forward purchase agreement | 14,000,000 |
Proceeds from related party payables | 238,405 |
Repayment of related party payables | (238,405) |
Proceeds from issuance of Class B ordinary shares to sponsor | 25,000 |
Payment of offering costs | (280,892) |
Net Cash Provided By Financing Activities | 307,744,108 |
Net change in cash | 1,675,601 |
Cash at beginning of period | |
Cash at end of period | 1,675,601 |
Supplemental disclosure of non-cash financing activities: | |
Deferred underwriting fee payable | 10,500,000 |
Offering costs included in accrued offering costs | 804,655 |
Class A Ordinary Shares remeasurement adjustment | 42,039,871 |
Current period accretion to redemption value | $ 3,656 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | 9 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN Rigel Resource Acquisition Corp. (the “Company”) was incorporated in the Cayman Islands on April 6, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. All activity for the period from April 6, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Public Offering. The Company has selected December 31 as its fiscal year end. On November 9, 2021, the Company consummated the Initial Public Offering of 27,500,000 275,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 14,000,000 11,300,000 100,000 35,000 25,000 200,000 1.00 14,000,000 2,340,000 On November 9, 2021, the underwriter purchased an additional 2,500,000 10.00 25,000,000 406,250 As of November 9, 2021, transaction costs amounted to $ 17,585,547 6,000,000 10,500,000 1,085,547 1,675,601 10,500,000 Following the closing of the Initial Public Offering on November 9, 2021, an amount of $ 306,000,000 10.20 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80 50 The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval for a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.20 Distinguishing Liabilities from Equity If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the 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 Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment. If the Company has not completed a Business Combination within 18 months (or up to 24 months, if applicable) from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $ 100,000 The holders of the Founder Shares have agreed to waive the rights to liquidating distributions from the Trust Account with respect to the Founder Shares they will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.20 or 10.30 or $10.40 in case of one or both extensions of the time period to complete our initial business combination have been effectuated). In order to protect the amounts held in the Trust Account, 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 amount of funds in the Trust Account to below the lesser of (1) $10.20 per Public Share following the closing of the Initial Public Offering, $10.30 per public share after 18 months from the closing of the Initial Public Offering, or $10.40 per public share after 21 months from the closing of the Initial Public Offering, as applicable; and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Considerations The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, the Company currently has less than 12 months from the date these financial statements were issued to complete a business combination transaction. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” 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 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 of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America ( “ 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 the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. The Company’s significant estimates and assumptions include the fair value of derivative liabilities and the valuation of share-based compensation. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Although the Company believes that its estimates and assumptions are reasonable, they are based upon information available at the time the estimates and assumptions were made. Actual results could differ from those estimates. Investments held in Trust Account At December 31, 2021, the Company had approximately $ 306 Offering Costs associated with Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“ SAB Expenses of Offering 1,213,459 1,085,547 16,500,000 6,000,000 10,500,000 Class A ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity 306,000,000 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Class A ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a remeasurement adjustment from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021, the Class A Ordinary Shares reflected in the balance sheet are reconciled in the following table: Scheduled of common stock subject to possible redemption Gross proceeds $ 300,000,000 Less: Proceeds allocated to the public warrants (19,440,000 ) Proceeds allocated to over-allotment option (200,024 ) Issuances costs allocated to warrants and over-allotment (12,134 ) Class A Ordinary Shares issuance costs (16,384,057 ) Plus: Remeasurement adjustment of carrying value to redemption value 42,039,871 Subsequent accretion of Class A ordinary shares to redemption value 3,656 Class A Ordinary Shares subject to possible redemption $ 306,003,656 Net income per share Net income per share is computed by dividing net income by the weighted average number of ordinary shares during the period. The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Public Offering and (ii) Private Placement, since their inclusion would be anti-dilutive under the two-class method. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented. The warrants are exercisable to purchase 15,000,000 The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Scheduled of basic and diluted net loss per share For the Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 6,178,887 $ 7,794,780 Denominator: Basic and diluted weighted average shares outstanding 5,799,257 7,315,869 Basic and diluted net income per ordinary share $ 1.07 $ 1.07 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $ 250,000 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. 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 Fair Value Measurement Warrant Instruments The Company accounts for the public warrants, the Private Placement Warrants and the Forward Purchase issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “ Derivatives and Hedging Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers 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. 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 balance sheets, primarily due to their short-term nature, except for warrant liabilities and forward purchase agreement (see Note 9). Share-Based Compensation The Company adopted ASC Topic 718, Compensation – Stock Compensation, Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “ Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ASU 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 27,500,000 2,500,000 10.00 300,000,000 0.0001 11.50 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended |
Dec. 31, 2021 | |
Private Placement | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of the Private Placement Warrants – 11,300,000 100,000 35,000 25,000 200,000 1.00 14,000,000 2,340,000 A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On May 6, 2021, the Sponsor received 7,187,500 25,000 718,750 7,906,250 406,250 406,250 227,783 The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. On July 13, 2021, our sponsor transferred 35,000 135,000 100,000 17,500 12,500 20,000 124,168 137,478 Advances from Related Party The Sponsor paid certain formation and operating costs on behalf of the Company. These advances were due on demand and are non-interest bearing. During the period ended December 31, 2021, the related party paid $ 25,000 0 Promissory Note — Related Party On May 6, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company was able to borrow up to an aggregate principal amount of $ 300,000 238,405 General and Administrative Services Commencing on the date the Units are first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support for up to 24 months. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the period ended December 31, 2021, the Company recorded $ 17,500 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 1.00 |
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 Units and warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from the date of the Public Offering to purchase up to 4,125,000 The underwriter was entitled to a cash underwriting discount of $ 0.20 6,000,000 0.35 10,500,000 On November 9, 2021, the underwriter purchased an additional 2,500,000 10.00 25,000,000 227,783 Forward Purchase Agreement The Company entered into a forward purchase agreement on November, 4, 2021, (a “Forward Purchase Agreemen t The forward purchase warrants will entitle the holder thereof to purchase one Class A ordinary share at $ 11.50 Orion Mine Finance’s commitment to purchase securities pursuant to the forward purchase agreement is intended to provide the Company with a minimum funding level for a Business Combination. The proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in a Business Combination, expenses in connection with a Business Combination or for working capital in the post-transaction company. The Company classifies the Forward Purchase agreement as a liability, in accordance with the guidance contained in ASC 815-40, at its fair value and will allocate a portion of the proceeds from the issuance of the Units equal to its fair value determined by the modified Black Scholes model. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Upon issuance of the Forward Purchase Agreement, the Company recorded a liability of $ 453,701 670,221 453,701 216,520 |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 9 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SHAREHOLDERS’ DEFICIT | Vendor Agreements As of December 31, 2021, the Company had incurred legal fees related to the Initial Public Offering of approximately $ 378,000 NOTE 7. SHAREHOLDERS’ DEFICIT Preferred Shares — The Company is authorized to issue 5,000,000 0.0001 no Class A Ordinary Shares — The Company is authorized to issue 500,000,000 0.0001 30,000,000 Class B Ordinary Shares — The Company is authorized to issue 50,000,000 0.0001 7,500,000 Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. In connection with our initial business combination, we may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the Initial Public Offering. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of Class A ordinary shares redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination. |
WARRANTS
WARRANTS | 9 Months Ended |
Dec. 31, 2021 | |
Guarantees and Product Warranties [Abstract] | |
WARRANTS | NOTE 8. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary share pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 60 Redemption of Warrants When the Price per Share of Class A Ordinary Share Equals or Exceeds $ 18.00 Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 ● if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganization, recapitalizations and the like) for any 10 trading days within a 20 If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per Share of 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 ● upon a minimum of 30 ● if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, reorganization, recapitalizations and the like) for any 10 trading days within a 20-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; and ● if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of Class A ordinary shares) as the outstanding public warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company accounts for the 29,000,000 15,000,000 14,000,000 37,584,000 4,144,000 The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classified each warrant as a liability at its fair value and the warrants were allocated to a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation for the Public Warrants and modified Black Scholes simulation for the Private Warrants. This liability is subject to re-measurement at each balance sheet date. The Public and Private Warrants will be valued at each reporting period using the publicly available price for the Warrant. With each such re-measurement, the warrant liability 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 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. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The 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 table presents information about the Company’s assets and liabilities that are measured at fair value 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 Description Level December 31, Assets: Investments held in Trust Account 1 $ 306,003,656 Liabilities: Warrant– Private Placement Warrants 2 $ 8,400,000 Warrant– Public Warrants 1 $ 9,000,000 Forward Purchase Agreement 3 $ 670,221 Total Derivative liabilities $ 18,070,221 The Public Warrants, the Private Placement Warrants and the Forward Purchase Agreement were accounted for as liabilities in accordance with ASC 815-40 and are presented within derivative liabilities on the balance sheet. The warrant liabilities and Forward Purchase Agreement are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of derivative liabilities in the statement of operations. Upon initial issuance, the Public Warrants and the Private Placement Warrants used the Monte Carlo simulation model and the modified Black-Scholes model, respectively. As of December 31, 2021, the Public and Private Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 and Level 2, respectively, on the Fair Value Hierarchy. The Forward Purchase Agreement were valued using a valuation method which considers the reconstructed unit price (the total fair value of ordinary shares and half the Private Warrant value) and multiple assumptions such as risk-free rate and time to Initial Business Combination. As of December 31, 2021, the Forward Purchase Agreement was classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs. The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2021: Schedule of financial assets and liabilities measured at fair value on a recurring basis Fair Value Balance, Fair value at April 6, 2021 (inception) $ — Derivative liabilities recorded on issuance of derivative warrants and forward purchase agreement 38,037,701 Transfer to Level 1 (19,440,000 ) Transfer to Level 2 (18,144,000 ) Change in fair value of forward purchase agreement 216,520 Balance, December 31, 2021 $ 670,221 The key inputs into the discount model for the Forward Purchase Agreement and over-allotment were as follows: Schedule Of Fair Value Of Assets and Liabilities Valuation Techniques and Measurement Inputs November 9, December 31, Risk-free interest rate 0.04 - 1.41 % 0.33 % Expected life of forward purchase agreement 0.12 - 5.0 years 4.9 years Expected volatility of underlying shares 9.99 - 27.5 % 27.5 % Dividend yield 0 % 0 % The following table provides a summary of the changes in the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis: Schedule of the changes in the fair value of the warrants measured on recurring basis Private Warrants Public Warrants Forward Over-allotment Total Fair value at April 6, 2021 (inception) $ — $ — $ — $ — $ — Initial measurement at November 9, 2021 18,144,000 19,440,000 453,701 227,783 38,265,484 Change in fair value (9,744,000 ) (10,440,000 ) 216,520 — (19,967,480 ) Gain on unexercised over-allotment option — — — (227,783 ) (227,783 ) Fair value at December 31, 2021 $ 8,400,000 $ 9,000,000 $ 670,221 $ — $ 18,070,221 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
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 of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America ( “ |
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 the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. The Company’s significant estimates and assumptions include the fair value of derivative liabilities and the valuation of share-based compensation. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Although the Company believes that its estimates and assumptions are reasonable, they are based upon information available at the time the estimates and assumptions were made. Actual results could differ from those estimates. |
Investments held in Trust Account | Investments held in Trust Account At December 31, 2021, the Company had approximately $ 306 |
Offering Costs associated with Initial Public Offering | Offering Costs associated with Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“ SAB Expenses of Offering 1,213,459 1,085,547 16,500,000 6,000,000 10,500,000 |
Class A ordinary shares subject to possible redemption | Class A ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity 306,000,000 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Class A ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a remeasurement adjustment from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021, the Class A Ordinary Shares reflected in the balance sheet are reconciled in the following table: Scheduled of common stock subject to possible redemption Gross proceeds $ 300,000,000 Less: Proceeds allocated to the public warrants (19,440,000 ) Proceeds allocated to over-allotment option (200,024 ) Issuances costs allocated to warrants and over-allotment (12,134 ) Class A Ordinary Shares issuance costs (16,384,057 ) Plus: Remeasurement adjustment of carrying value to redemption value 42,039,871 Subsequent accretion of Class A ordinary shares to redemption value 3,656 Class A Ordinary Shares subject to possible redemption $ 306,003,656 |
Net income per share | Net income per share Net income per share is computed by dividing net income by the weighted average number of ordinary shares during the period. The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Public Offering and (ii) Private Placement, since their inclusion would be anti-dilutive under the two-class method. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented. The warrants are exercisable to purchase 15,000,000 The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Scheduled of basic and diluted net loss per share For the Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 6,178,887 $ 7,794,780 Denominator: Basic and diluted weighted average shares outstanding 5,799,257 7,315,869 Basic and diluted net income per ordinary share $ 1.07 $ 1.07 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $ 250,000 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. |
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 Fair Value Measurement |
Warrant Instruments | Warrant Instruments The Company accounts for the public warrants, the Private Placement Warrants and the Forward Purchase issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “ Derivatives and Hedging |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers 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. 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 balance sheets, primarily due to their short-term nature, except for warrant liabilities and forward purchase agreement (see Note 9). |
Share-Based Compensation | Share-Based Compensation The Company adopted ASC Topic 718, Compensation – Stock Compensation, |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “ Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ASU 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
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 $ 300,000,000 Less: Proceeds allocated to the public warrants (19,440,000 ) Proceeds allocated to over-allotment option (200,024 ) Issuances costs allocated to warrants and over-allotment (12,134 ) Class A Ordinary Shares issuance costs (16,384,057 ) Plus: Remeasurement adjustment of carrying value to redemption value 42,039,871 Subsequent accretion of Class A ordinary shares to redemption value 3,656 Class A Ordinary Shares subject to possible redemption $ 306,003,656 |
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 income per ordinary share Numerator: Allocation of net income, as adjusted $ 6,178,887 $ 7,794,780 Denominator: Basic and diluted weighted average shares outstanding 5,799,257 7,315,869 Basic and diluted net income per ordinary share $ 1.07 $ 1.07 |
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 Description Level December 31, Assets: Investments held in Trust Account 1 $ 306,003,656 Liabilities: Warrant– Private Placement Warrants 2 $ 8,400,000 Warrant– Public Warrants 1 $ 9,000,000 Forward Purchase Agreement 3 $ 670,221 Total Derivative liabilities $ 18,070,221 |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | Schedule of financial assets and liabilities measured at fair value on a recurring basis Fair Value Balance, Fair value at April 6, 2021 (inception) $ — Derivative liabilities recorded on issuance of derivative warrants and forward purchase agreement 38,037,701 Transfer to Level 1 (19,440,000 ) Transfer to Level 2 (18,144,000 ) Change in fair value of forward purchase agreement 216,520 Balance, December 31, 2021 $ 670,221 |
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 November 9, December 31, Risk-free interest rate 0.04 - 1.41 % 0.33 % Expected life of forward purchase agreement 0.12 - 5.0 years 4.9 years Expected volatility of underlying shares 9.99 - 27.5 % 27.5 % Dividend yield 0 % 0 % |
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 Private Warrants Public Warrants Forward Over-allotment Total Fair value at April 6, 2021 (inception) $ — $ — $ — $ — $ — Initial measurement at November 9, 2021 18,144,000 19,440,000 453,701 227,783 38,265,484 Change in fair value (9,744,000 ) (10,440,000 ) 216,520 — (19,967,480 ) Gain on unexercised over-allotment option — — — (227,783 ) (227,783 ) Fair value at December 31, 2021 $ 8,400,000 $ 9,000,000 $ 670,221 $ — $ 18,070,221 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($) | Nov. 09, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Deferred underwriting fees | $ 10,500,000 | |
Cash held in Trust Account | $ 1,675,601 | |
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 | $ 10.20 | |
Dissolution expenses | $ 100,000 | |
Sponsor [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares subject to forfeiture | 406,250 | |
Private Placement Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Class of warrants and rights issued during the period | 14,000,000 | |
Class of warrants and rights issued, price per warrant | $ 1 | |
Gross proceeds from private placement issue | $ 14,000,000 | |
Private Placement Warrants [Member] | Sposor [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Class of warrants and rights issued during the period | 11,300,000 | |
Private Placement Warrants [Member] | Nathanael Abebe [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Class of warrants and rights issued during the period | 100,000 | |
Private Placement Warrants [Member] | Christine Coignard [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Class of warrants and rights issued during the period | 35,000 | |
Private Placement Warrants [Member] | Kelvin Dushnisky [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Class of warrants and rights issued during the period | 25,000 | |
Private Placement Warrants [Member] | L Peter O Hagan [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Class of warrants and rights issued during the period | 200,000 | |
Private Placement Warrants [Member] | Orion Mine Finance G P [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Class of warrants and rights issued during the period | 2,340,000 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period shares issued in initial public offering | 30,000,000 | |
Gross proceeds from issuance of initial public offering | $ 300,000,000 | |
Share sold price | $ 10 | |
Transaction costs | $ 17,585,547 | |
Underwriting fees | 6,000,000 | |
Deferred underwriting fees | 10,500,000 | |
Costs related to Initial Public Offering | 1,085,547 | |
Sale of stock | $ 306,000,000 | |
Share Price | $ 10.20 | |
IPO [Member] | Ordinary Shares [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period shares issued in initial public offering | 27,500,000 | |
Gross proceeds from issuance of initial public offering | $ 275,000,000 | |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period shares issued in initial public offering | 2,500,000 | |
Gross proceeds from issuance of initial public offering | $ 25,000,000 | |
Share sold price | $ 10 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Accounting Policies [Abstract] | |
Gross proceeds | $ 300,000,000 |
Proceeds allocated to the public warrants | (19,440,000) |
Proceeds allocated to over-allotment option | (200,024) |
Issuances costs allocated to warrants and over-allotment | (12,134) |
Class A Ordinary Shares issuance costs | (16,384,057) |
Remeasurement adjustment of carrying value to redemption value | 42,039,871 |
Subsequent accretion of Class A ordinary shares to redemption value | 3,656 |
Class A Ordinary Shares subject to possible redemption | $ 306,003,656 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 9 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Common Class A [Member] | |
Allocation of net income, as adjusted | $ | $ 6,178,887 |
Basic and diluted weighted average shares outstanding | shares | 5,799,257 |
Basic and diluted net income per ordinary share | $ / shares | $ 1.07 |
Common Class B [Member] | |
Allocation of net income, as adjusted | $ | $ 7,794,780 |
Basic and diluted weighted average shares outstanding | shares | 7,315,869 |
Basic and diluted net income per ordinary share | $ / shares | $ 1.07 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 9 Months Ended |
Dec. 31, 2021USD ($)shares | |
Accounting Policies [Abstract] | |
Cash held in Trust Account | $ 306,000,000 |
Offering Costs | 1,213,459 |
Other offering cost | 1,085,547 |
Underwriting fees | 16,500,000 |
Underwriting fees paid | 6,000,000 |
Deferred underwriting fees | 10,500,000 |
Offering costs charged to shareholders equity | $ 306,000,000 |
Warrant exercisable | shares | 15,000,000 |
Federal Depository Insurance Corporation | $ 250,000 |
Unrecognized tax benefits | 0 |
Unrecognized tax benefits, accrued interests and penalities | $ 0 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) | Nov. 09, 2021USD ($)$ / sharesshares |
IPO [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Stock shares issued during the period shares new issues | shares | 30,000,000 |
Shares issued, price per share | $ 10 |
Gross proceeds from issuance of initial public offering | $ | $ 300,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 |
Warrant price | $ 11.50 |
IPO [Member] | Ordinary Shares [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Stock shares issued during the period shares new issues | shares | 27,500,000 |
Gross proceeds from issuance of initial public offering | $ | $ 275,000,000 |
Over-Allotment Option [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Stock shares issued during the period shares new issues | shares | 2,500,000 |
Shares issued, price per share | $ 10 |
Gross proceeds from issuance of initial public offering | $ | $ 25,000,000 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - Private Placement Warrants [Member] | Nov. 09, 2021USD ($)$ / sharesshares |
Class of Warrant or Right [Line Items] | |
Class of warrants and rights issued during the period | 14,000,000 |
Class of warrants and rights issued, price per warrant | $ / shares | $ 1 |
Gross proceeds from private placement issue | $ | $ 14,000,000 |
Sposor [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrants and rights issued during the period | 11,300,000 |
Nathanael Abebe [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrants and rights issued during the period | 100,000 |
Christine Coignard [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrants and rights issued during the period | 35,000 |
Kelvin Dushnisky [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrants and rights issued during the period | 25,000 |
L Peter O Hagan [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrants and rights issued during the period | 200,000 |
Orion Mine Finance G P [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrants and rights issued during the period | 2,340,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Nov. 04, 2021 | Jul. 13, 2021 | May 06, 2021 | Oct. 16, 2021 | Dec. 31, 2021 | Dec. 30, 2021 |
Related Party Transaction [Line Items] | ||||||
Share-based compensation | $ 124,168 | $ 137,478 | $ 261,646 | |||
Administrative fees | 17,500 | |||||
Working Capital Loans [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument, convertible, warrants issued | $ 1,500,000 | |||||
Warrants issued price per warrant | $ 1 | |||||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Gain on over-allotment option | $ 227,783 | |||||
Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Authorized for share dividend | 718,750 | |||||
Number of founder shares | 7,906,250 | |||||
Common stock shares subject to forfeiture | 406,250 | |||||
Shares subject to forfeiture | 406,250 | |||||
Formation costs | $ 25,000 | |||||
Due to related party | $ 0 | |||||
Debt instrument, face amount | $ 300,000 | |||||
Repayment of debt | $ 238,405 | |||||
Sponsor [Member] | Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during period shares issued for services | 7,187,500 | |||||
Stock issued during period, value, issued for services | $ 25,000 | |||||
Timothy Keating [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares transferred | 35,000 | |||||
L Peter O Hagan [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares transferred | 35,000 | 100,000 | ||||
Kelvin Dushnisky [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares transferred | 35,000 | 12,500 | ||||
Christine Coignard [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares transferred | 35,000 | 17,500 | ||||
Nathanael Abebe [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares transferred | 135,000 | 20,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Nov. 09, 2021 | Dec. 31, 2021 |
Offsetting Assets [Line Items] | ||
Share price | $ 10 | |
Fair value of liabilities | $ 18,070,221 | |
Proceed from fair value | 453,701 | |
Change in fair value of derivative liabilities | $ 19,967,480 | |
Forward Purchase Agreement [Member] | ||
Offsetting Assets [Line Items] | ||
Share price | $ 11.50 | |
Derivative liability | $ 453,701 | |
Fair value of liabilities | 670,221 | |
Change in fair value of derivative liabilities | $ 216,520 | |
Over-Allotment Option [Member] | ||
Offsetting Assets [Line Items] | ||
Stock issued during period shares issued in initial public offering | 2,500,000 | |
Proceeds from issuance of common stock | $ 25,000,000 | |
Underwriting Agreement [Member] | Over-Allotment Option [Member] | ||
Offsetting Assets [Line Items] | ||
Additional units purchased | 4,125,000 | |
Cash underwriting discount price | $ 0.20 | |
Payment of underwriting discount | $ 6,000,000 | |
Deferred underwriting fee price | $ 0.35 | |
Deferred underwriting fee | $ 10,500,000 | |
Gain on over-allotment option | $ 227,783 |
SHAREHOLDERS_ DEFICIT (Details
SHAREHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 9 Months Ended | |
Dec. 31, 2021 | Nov. 09, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||
Preferred stock, shares authorized | 5,000,000 | |
Preferred stock, par or stated value per share | $ 0.0001 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Shares subject to possible redemption | 30,000,000 | |
Common Class A [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Common stock, shares authorized | 500,000,000 | |
Common stock, par or stated value per share | $ 0.0001 | |
Common stock, shares, issued | 0 | |
Common stock, shares, outstanding | 0 | |
Common Class B [Member] | ||
Subsidiary, Sale 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 | 7,500,000 | |
Common stock, shares, outstanding | 7,500,000 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Legal fees | $ 378,000 | |
Common stock, par or stated value per share | $ 0.0001 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 9 Months Ended | |
Dec. 31, 2021 | Nov. 09, 2021 | |
Class of Warrant or Right [Line Items] | ||
Share price | $ 10 | |
Class of warrants or rights issued during the period | 29,000,000 | |
Warrant liability | $ 37,584,000 | |
Fair value of Private Warrants in excess of proceeds received | $ 4,144,000 | |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants or rights period after which they are excercisable from the consummation of business combination | 20 days | |
Class of warrants or rights period within the registration shall be effective from the consummation of business combination | 60 days | |
Class of warrants or rights issued during the period | 15,000,000 | |
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 | |
Minimum notice period to be given to warrant holders prior to redemption | 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 | 14,000,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | Dec. 31, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account | $ 306,003,656 |
Total Derivative liabilities | 18,070,221 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account | 306,003,656 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total Derivative liabilities | 9,000,000 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total Derivative liabilities | 8,400,000 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Forward Purchase Agreement [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total Derivative liabilities | $ 670,221 |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details 1) | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Class of Warrant or Right [Line Items] | |
Fair value, Beginning Balance | |
Change in fair value | (19,967,480) |
Fair value, Ending Balance | 18,070,221 |
Forward Purchase Agreement [Member] | |
Class of Warrant or Right [Line Items] | |
Fair value, Beginning Balance | |
Derivative liabilities recorded on issuance of derivative warrants and forward purchase agreement | 38,037,701 |
Transfer to Level 1 | (19,440,000) |
Transfer to Level 2 | (18,144,000) |
Change in fair value | 216,520 |
Fair value, Ending Balance | $ 670,221 |
FAIR VALUE MEASUREMENTS (Deta_3
FAIR VALUE MEASUREMENTS (Details 2) | Nov. 09, 2021 | Dec. 31, 2021 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.04 - 1.41 | 0.33 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.12 - 5.0 | 4.9 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 9.99 - 27.5 | 27.5 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0 | 0 |
FAIR VALUE MEASUREMENTS (Deta_4
FAIR VALUE MEASUREMENTS (Details 3) | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Class of Warrant or Right [Line Items] | |
Fair value, Beginning Balance | |
Initial Measurement | 38,265,484 |
Change in fair value | (19,967,480) |
Gain on unexercised over-allotment option | (227,783) |
Fair value, Ending Balance | 18,070,221 |
Fair value, Ending Balance | 18,070,221 |
Over-Allotment Option [Member] | |
Class of Warrant or Right [Line Items] | |
Fair value, Beginning Balance | |
Initial Measurement | 227,783 |
Change in fair value | |
Gain on unexercised over-allotment option | (227,783) |
Fair value, Ending Balance | |
Fair value, Ending Balance | |
Private Placement Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Fair value, Beginning Balance | |
Initial Measurement | 18,144,000 |
Change in fair value | (9,744,000) |
Gain on unexercised over-allotment option | |
Fair value, Ending Balance | 8,400,000 |
Fair value, Ending Balance | 8,400,000 |
Public Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Fair value, Beginning Balance | |
Initial Measurement | 19,440,000 |
Change in fair value | (10,440,000) |
Gain on unexercised over-allotment option | |
Fair value, Ending Balance | |
Forward Purchase Agreement [Member] | |
Class of Warrant or Right [Line Items] | |
Fair value, Beginning Balance | |
Initial Measurement | 453,701 |
Change in fair value | 216,520 |
Gain on unexercised over-allotment option | |
Fair value, Ending Balance | 670,221 |
Fair value, Ending Balance | 670,221 |
Private Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Fair value, Ending Balance | 9,000,000 |
Fair value, Ending Balance | $ 9,000,000 |