Document and Entity Information
Document and Entity Information - shares | 8 Months Ended | |
Dec. 31, 2021 | Feb. 14, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2021 | |
Entity File Number | 001-41108 | |
Entity Registrant Name | Capitalworks Emerging Markets Acquisition Corp | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1598114 | |
Entity Address, Address Line One | 353 Lexington Avenue | |
Entity Address, Address Line Two | Suite 502 | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10016 | |
City Area Code | 646 | |
Local Phone Number | 202-1838 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001865248 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant | |
Trading Symbol | CMCAU | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares, par value $0.0001 per share, included as part of the units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share, included as part of the units | |
Trading Symbol | CMCA | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Redeemable Warrants Exercisable For Class Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | CMCAW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET | Dec. 31, 2021USD ($) |
Current Assets: | |
Cash | $ 1,120,545 |
Prepaid expenses | 408,014 |
Total Current Assets | 1,528,559 |
Investments held in Trust Account | 234,601,001 |
Other assets | 162,538 |
Total Assets | 236,292,098 |
LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | |
Accounts payable and accrued expenses | 23,334 |
Accrued offering costs | 71,812 |
Total Current Liabilities | 95,146 |
Derivative warrant liabilities | 10,463,400 |
Deferred underwriting commission | 8,050,000 |
Total Liabilities | 18,608,546 |
COMMITMENTS AND CONTINGENCIES (Note 6) | |
Class A ordinary shares subject to possible redemption; 23,000,000 shares (at $10.20 per share) | 234,600,000 |
Shareholders' deficit: | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 0 |
Accumulated deficit | (16,917,023) |
Total Shareholders' Deficit | (16,916,448) |
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 236,292,098 |
Class A Common Stock Subject to Redemption | |
LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | |
Class A ordinary shares subject to possible redemption; 23,000,000 shares (at $10.20 per share) | 234,600,000 |
Class B Common Stock | |
Shareholders' deficit: | |
Common stock | $ 575 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common shares, shares authorized | 500,000,000 |
Common shares, shares issued | 0 |
Common shares, shares outstanding | 0 |
Purchase price, per unit | $ / shares | $ 10.20 |
Class A Common Stock | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 500,000,000 |
Common shares, shares issued | 0 |
Common shares, shares outstanding | 0 |
Temporary equity, shares outstanding | 23,000,000 |
Class A Common Stock Subject to Redemption | |
Temporary equity, shares outstanding | 23,000,000 |
Class A Common Stock Not Subject to Redemption | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Class B Common Stock | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 50,000,000 |
Common shares, shares issued | 5,750,000 |
Common shares, shares outstanding | 5,750,000 |
Common stock subject to redemption | |
Temporary equity, shares outstanding | 23,000,000 |
Purchase price, per unit | $ / shares | $ 10.20 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 8 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
EXPENSES | ||
Administration fee - related party | $ 20,000 | $ 20,000 |
General and administrative | 94,916 | 105,522 |
TOTAL EXPENSES | 114,916 | 125,522 |
OTHER INCOME (EXPENSES) | ||
Investment income earned on investment held in Trust Account | 1,001 | 1,001 |
Transaction costs allocable to warrant liability | (801,850) | (801,850) |
Change in fair value of derivative warrants | 14,243,100 | 14,243,100 |
TOTAL OTHER INCOME - NET | 13,442,251 | 13,442,251 |
Net income attributable to ordinary shares | $ 13,327,335 | $ 13,316,729 |
Class A Common Stock | ||
OTHER INCOME (EXPENSES) | ||
Weighted Average Number of Shares Outstanding, Basic | 7,076,923 | 2,525,490 |
Weighted Average Number of Shares Outstanding, Diluted | 7,076,923 | 2,525,490 |
Basic net income per ordinary share | $ 1.04 | $ 1.61 |
Diluted net income per ordinary share | $ 1.04 | $ 1.61 |
Class B Common Stock | ||
OTHER INCOME (EXPENSES) | ||
Weighted Average Number of Shares Outstanding, Basic | 5,750,000 | 5,750,000 |
Weighted Average Number of Shares Outstanding, Diluted | 5,750,000 | 5,750,000 |
Basic net income per ordinary share | $ 1.04 | $ 1.61 |
Diluted net income per ordinary share | $ 1.04 | $ 1.61 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Class B Common StockCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Apr. 19, 2021 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Apr. 19, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of Class B ordinary shares to Sponsor | $ 575 | 24,425 | 0 | 25,000 |
Issuance of Class B ordinary shares to Sponsor (in shares) | 5,750,000 | |||
Net income (loss) | $ 0 | 0 | (10,606) | (10,606) |
Balance at the end at Jun. 30, 2021 | $ 575 | 24,425 | (10,606) | 14,394 |
Balance at the end (in shares) at Jun. 30, 2021 | 5,750,000 | |||
Balance at the beginning at Apr. 19, 2021 | $ 0 | 0 | 0 | 0 |
Balance at the beginning (in shares) at Apr. 19, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | 13,316,729 | |||
Balance at the end at Dec. 31, 2021 | $ 575 | 0 | (16,917,023) | (16,916,448) |
Balance at the end (in shares) at Dec. 31, 2021 | 5,750,000 | |||
Balance at the beginning at Jun. 30, 2021 | $ 575 | 24,425 | (10,606) | 14,394 |
Balance at the beginning (in shares) at Jun. 30, 2021 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | $ 0 | 0 | 0 | 0 |
Balance at the end at Sep. 30, 2021 | $ 575 | 24,425 | (10,606) | 14,394 |
Balance at the end (in shares) at Sep. 30, 2021 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Cash received in excess of fair value of private placement warrants | $ 0 | 1,532,700 | 0 | 1,532,700 |
Remeasurement of Class A ordinary shares to redemption value | 0 | (1,557,125) | (30,233,752) | (31,790,877) |
Net income (loss) | 0 | 0 | 13,327,335 | 13,327,335 |
Balance at the end at Dec. 31, 2021 | $ 575 | $ 0 | $ (16,917,023) | $ (16,916,448) |
Balance at the end (in shares) at Dec. 31, 2021 | 5,750,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 8 Months Ended |
Dec. 31, 2021USD ($) | |
Cash Flows From Operating Activities: | |
Net income | $ 13,316,729 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Investment income earned on investment held in Trust Account | (1,001) |
Change in fair value of derivative liabilities | (14,243,100) |
Transaction costs allocable to warrant liability | 801,850 |
Changes in operating assets and liabilities: | |
Prepaid expenses and other assets | (570,552) |
Accounts payable and accrued expenses | 23,334 |
Accrued offering costs | 40,000 |
Net Cash Used In Operating Activities | (632,740) |
Cash Flows From Investing Activities: | |
Cash deposited into Trust Account | (234,600,000) |
Net Cash Used In Investing Activities | (234,600,000) |
Cash Flows From Financing Activities: | |
Proceeds from sale of Units in Public Offering, net of underwriting fee | 225,400,000 |
Proceeds from note payable | 280,000 |
Payment on note payable | (280,000) |
Proceeds from sale of Private Placement Warrants | 11,700,000 |
Payment of offering costs | (746,715) |
Net Cash Provided By Financing Activities | 236,353,285 |
Net change in cash | 1,120,545 |
Cash at beginning of period | 0 |
Cash at end of period | 1,120,545 |
Supplemental disclosure of non-cash financing activities: | |
Deferred underwriters' commissions charged to additional paid-in capital in connection with the Public Offering | 8,050,000 |
Initial classification of fair value of Public warrants | 26,239,200 |
Deferred offering costs paid in exchange for Class B ordinary shares | $ 25,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 8 Months Ended |
Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Capitalworks Emerging Markets Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on April 20, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from April 20, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of an 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 Initial Public Offering. The Company has selected March 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on November 30, 2021. On December 3, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $200,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 10,500,000 warrants (the “Private Placement Warrants”) to CEMAC Sponsor LP (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $10,500,000. On December 3, 2021, the underwriters purchased an additional 3,000,000 Units pursuant to the exercise of the over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30,000,000. Also, in connection with the exercise of the over-allotment option, the Sponsor purchased an additional 1,200,000 Private Placement Warrants to the Sponsor at a purchase price of $1.00 per warrant for total gross proceeds of $1,200,000. As of December 3, 2021, transaction costs amounted to $13,453,527 consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees payable (which are held in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”) and $803,527 of other offering costs related to the Initial Public Offering. Cash of $1,120,545 was held outside of the Trust Account on December 31, 2021 and was available for working capital purposes. As described in Note 6, the $8,050,000 deferred underwriting fees are contingent upon the consummation of the Business Combination within 15 months (or 18 months if extended) from the closing of the Initial Public Offering. Following the closing of the Initial Public Offering on December 3, 2021, an amount of $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in the Trust Account which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below. 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 the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering, management agreed that $10.20 per Unit sold in the Initial Public Offering, including proceeds of the sale of the Private Placement Warrants, were deposited into a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of the Class A ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. 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 Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the 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 15 months from the closing of the Initial Public Offering (the ‘Combination Period”) (or 18 months from the closing of this offering if the period of time to consummate a business combination is extended), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it 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 underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed 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 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 underwriters 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. Liquidity and Management’s Plan As of December 31, 2021, the Company had cash of approximately $1.1 million and working capital of approximately $1.4 million. 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 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 8 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
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 (“US GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of May 12, 2021 filed with the SEC on the Registration Statement on Form S-1 (File No. 333-260513) (the “Registration Statement”). In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of December 31, 2021 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the three months ended December 31, 2021 and the period from April 20, 2021 (inception) through December 31, 2021 are not necessarily indicative of the results to be expected for the full year ending March 31, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 balance sheet 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 balance sheet. 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 balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $1,120,545 and no cash equivalents as of December 31, 2021. Cash held in Trust Account At December 31, 2021, the Company had $234.6 million in cash held in the Trust Account. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “ Expenses of Offering Class A ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable 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 measurement adjustment from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit of approximately $30.3 million. At December 31, 2021, the Class A ordinary shares reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 230,000,000 Less: Transaction costs allocated to Class A ordinary share (12,650,938) Proceeds allocated to Public Warrants (13,006,500) (25,657,438) Plus: Remeasurement of carrying value to redemption value 30,257,438 Class A ordinary shares subject to possible redemption $ 234,600,000 Net loss per share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding 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, (ii) exercise of over-allotment and (iii) 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 11,600,000 Class A ordinary shares in the aggregate. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period from Three Months Ended April 20, 2021 (inception) December 31, 2021 December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 7,355,975 $ 5,976,730 $ 4,065,600 $ 9,256,499 Denominator: Basic and diluted weighted average shares outstanding 7,076,923 5,750,000 2,525,490 5,750,000 Basic and diluted net income per ordinary share $ 1.04 $ 1.04 $ 1.61 $ 1.61 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 unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. 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 balance sheet. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to transfer of 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. See Note 9 for additional information regarding liabilities measured at fair value. 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 and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “ Derivatives and Hedging 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”) contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 upon inception. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. 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 statement. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 8 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 20,000,000 Units at a purchase price of $10.00 per Unit generating gross proceeds to the Company in the amount of $200,000,000. Each Unit consists of one share of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A common shares”), and one On December 3, 2021, the underwriters purchased an additional 3,000,000 Units pursuant to the exercise of the over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30,000,000. As a result of the close of the Initial Public Offering and the exercise of the over-allotment option, the Company sold a total of 23,000,000 Units generating gross proceeds of $230,000,000. |
PRIVATE PLACEMENTS
PRIVATE PLACEMENTS | 8 Months Ended |
Dec. 31, 2021 | |
PRIVATE PLACEMENTS | |
PRIVATE PLACEMENTS | NOTE 4 — PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 10,500,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $10,500,000. On December 3, 2021, the underwriters exercised the over-allotment option. In connection with the exercise of the over-allotment option, the Sponsor purchased an additional 1,200,000 Private Placement Warrants to the Sponsor at a purchase price of $1.00 per warrant for total gross proceeds of $1,200,000. As a result of the close of the Initial Public Offering and the exercise of the over-allotment option, the Company sold a total of 11,700,000 Private Placement Warrants generating gross proceeds of $11,700,000. 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 PARTIES
RELATED PARTIES | 8 Months Ended |
Dec. 31, 2021 | |
RELATED PARTIES | |
RELATED PARTIES | NOTE 5 — RELATED PARTIES Founder Shares On May 12, 2021, the Sponsor received 5,750,000 of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for cash of $25,000. The Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. Due to the exercise of the over-allotment option by the underwriters, these 750,000 shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock 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 stock 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. General and Administrative Services Commencing on the date the Units were first listed on Nasdaq, the Company has agreed to pay an affiliate of the Sponsor a total of $20,000 per month for office space, utilities and secretarial and administrative support for up to 15 months (or up to 18 months if the period of time to consummate a business combination is extended). Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the periods ended December 31, 2021, the Company recorded $20,000 in management fees. Promissory Note — Related Party On May 12, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. As of December 31, 2021, the amounts outstanding under the Promissory Note were paid in full. Working Capital 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 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2021, there were no amounts outstanding under the Working Capital Loans. Extension Loan The Company will have until 15 months from the closing of the Initial Public Offering to consummate an initial Business Combination, with an automatic three-month extension if it has signed a definitive agreement with respect to an initial Business Combination within such 15-month period (an “Automatic Extension”). If the Company anticipates that it may not be able to consummate its initial Business Combination within 15 months and is not entitled to an Automatic Extension, it may, by resolution of its board if requested by the Sponsor, extend the period of time to consummate a Business Combination by an additional three months (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account (a “Paid Extension”). In connection with an Automatic Extension or a Paid Extension as described above, public shareholders will not be offered the opportunity to vote on or redeem their shares. Pursuant to the terms of the Company’s amended and restated memorandum and articles of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order to extend the time available for the Company to consummate its initial Business Combination in connection with a Paid Extension, the Sponsor or its affiliates or designees, upon ten days’ advance notice prior to the applicable deadline, must deposit into the Trust Account $2,300,000 on or prior to the date of the applicable deadline. Any such payments would be made in the form of a loan (an “Extension Loan”). Any such Extension Loan will be non-interest bearing and payable upon the consummation of the Company’s initial Business Combination. If the Company completes its initial Business Combination, it would, at the option of the Sponsor, repay such loaned amounts out of the proceeds of the Trust Account released to it or convert a portion or all of the total Extension Loan amount into warrants at a price of $1.00 per warrant, which warrants will be identical to the private placement warrants. If the Company does not complete a Business Combination, it would not repay such Extension Loans. Furthermore, the letter agreement with the Company’s initial shareholders contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such Extensions Loan out of the funds held in the Trust Account in the event that the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are not obligated to make any Extension Loan. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 8 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the balance sheet. The balance sheet does not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans or Extension Loan (and any shares of ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans or Extension Loan and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A ordinary shares). The holders of these securities are 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 underwriters a 45-day option from the date of Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On December 3, 2021, the underwriters purchased an additional 3,000,000 Units pursuant to the exercise of the over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30,000,000. The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $4,600,000, upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Forward Purchase Agreement The Company entered into a forward purchase agreement (a “Forward Purchase Agreement”) with Camber Base, LLC, (“Camber”) which provides for the purchase of up to $20,000,000 of units, with each unit consisting of one share of Class A ordinary shares (the “forward purchase shares”) and one The forward purchase warrants will have the same terms as the Public Warrants, and the forward purchase shares will be identical to the shares of Class A ordinary shares included in the Units being sold in the Initial Public Offering, except the forward purchase shares will be subject to transfer restrictions and certain registration rights. Camber’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. Subject to the conditions in the forward purchase agreement, the purchase of the forward purchase securities will be a binding obligation of the Company, regardless of whether any shares of Class A ordinary shares are redeemed by the public shareholders in connection with a Business Combination. |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 8 Months Ended |
Dec. 31, 2021 | |
SHAREHOLDERS' DEFICIT | |
SHAREHOLDERS' DEFICIT | NOTE 7 — SHAREHOLDERS’ DEFICIT Preferred Shares outstanding Class A Ordinary Shares outstanding Class B Ordinary Shares outstanding Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of ordinary shares, 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 this offering. The shares of 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 shares of 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 shares of Class B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of Initial Public Offering plus all shares of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares 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. Dividends The Company has not paid any cash dividends on the ordinary shares to date and does not intend to pay cash dividends prior to the completion of the initial Business Combination. |
WARRANTS LIABILITIES
WARRANTS LIABILITIES | 8 Months Ended |
Dec. 31, 2021 | |
WARRANTS LIABILITIES | |
WARRANTS LIABILITIES | NOTE 8 — WARRANTS LIABILITIES 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 shares of 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 shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of 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 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed. Notwithstanding the above, if the Class A ordinary share is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Class A Ordinary Share Equals or Exceeds $ 18.00 ● in whole and not in part; ● at a price of $ 0.01 per Public Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption, or the 30 - day redemption period to each warrant holder; and ● 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 stock splits, stock 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 warrant holders. 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 per warrant provided that the holder will be able to exercise their warrants on cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; ● upon a minimum of 30 days ’ prior written notice of redemption; ● 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 stock splits, stock 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 shares of Class A ordinary share) 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 stock 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 are 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 20,500,000 warrants to be issued in connection with the Initial Public Offering (including 11,500,000 Public Warrants and 11,700,000 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. 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 will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. 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. Upon issuance of the derivative warrants, the Company recorded a derivative liability of $26,239,200 on the balance sheet. The proceeds received from the Private Placement Warrants exceeded the fair value of the Private Placement Warrants, and the Company recorded a charge of $1,532,700 to accumulated deficit. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 8 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9 — FAIR VALUE MEASUREMENTS 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: December 31, Description Level 2021 Investments held in Trust Account 1 $ 234,601,001 Liabilities: Warrant liability – Private Placement Warrants 3 $ 5,288,400 Warrant liability – Public Warrants 3 5,175,000 $ 10,463,400 The Public Warrants and the Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. The Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A ordinary share and one As of December 31, 2021 and December 3, 2021, the key inputs into the Monte Carlo simulation model and the modified Black-Scholes model were as follows at initial measurement: December 3, 2021 December 31, 2021 Stock price $ 10.00 $ 9.85 Exercise price $ 11.50 $ 11.50 Risk-free interest rate 1.14 % 1.31 % Expected life of warrants 6.0 years 5.67 years Expected volatility of underlying shares 17.0 % 8.2 % Dividend yield 0 % 0 % Probability of business combination 85 % * * The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Private Warrant Placement Public Liabilities Fair value at April 20, 2021 (inception) $ — $ — $ — Initial measurement at December 3, 2021 13,232,700 13,006,500 26,239,200 Change in fair value of derivative warrants (7,944,300) (7,831,500) (15,775,800) Fair value at December 31, 2021 $ 5,288,400 $ 5,175,000 $ 10,463,400 As of December 31, 2021, the derivative liability was $10,463,400. In addition, for the periods ended December 31, 2021, the Company recorded $14,243,100 as a gain on the change in fair value of the derivative warrants on the statements of operations. Upon issuance of the Private Placement Warrants, the Company recorded a loss of $1,532,700 for the excess fair value of the derivative warrants over the proceeds received from the sale of the Private Placement Warrants which is included in the change in fair value of the derivative liabilities on the statement of operations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 8 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was available to be issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment to or disclosure in the financial statement. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 8 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of May 12, 2021 filed with the SEC on the Registration Statement on Form S-1 (File No. 333-260513) (the “Registration Statement”). In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of December 31, 2021 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the three months ended December 31, 2021 and the period from April 20, 2021 (inception) through December 31, 2021 are not necessarily indicative of the results to be expected for the full year ending March 31, 2022. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 balance sheet 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 balance sheet. 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 balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $1,120,545 and no cash equivalents as of December 31, 2021. |
Cash held in Trust Account | Cash held in Trust Account At December 31, 2021, the Company had $234.6 million in cash held in the Trust Account. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “ Expenses of Offering |
Class A ordinary shares subject to possible redemption | Class A ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable 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 measurement adjustment from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit of approximately $30.3 million. At December 31, 2021, the Class A ordinary shares reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 230,000,000 Less: Transaction costs allocated to Class A ordinary share (12,650,938) Proceeds allocated to Public Warrants (13,006,500) (25,657,438) Plus: Remeasurement of carrying value to redemption value 30,257,438 Class A ordinary shares subject to possible redemption $ 234,600,000 |
Net loss per share | Net loss per share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding 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, (ii) exercise of over-allotment and (iii) 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 11,600,000 Class A ordinary shares in the aggregate. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period from Three Months Ended April 20, 2021 (inception) December 31, 2021 December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 7,355,975 $ 5,976,730 $ 4,065,600 $ 9,256,499 Denominator: Basic and diluted weighted average shares outstanding 7,076,923 5,750,000 2,525,490 5,750,000 Basic and diluted net income per ordinary share $ 1.04 $ 1.04 $ 1.61 $ 1.61 |
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 unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. 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 balance sheet. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to transfer of 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. See Note 9 for additional information regarding liabilities measured at fair value. |
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 and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “ Derivatives and Hedging |
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”) contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 upon inception. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. 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 statement. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 8 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of class A ordinary shares reflected in the balance sheet | At December 31, 2021, the Class A ordinary shares reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 230,000,000 Less: Transaction costs allocated to Class A ordinary share (12,650,938) Proceeds allocated to Public Warrants (13,006,500) (25,657,438) Plus: Remeasurement of carrying value to redemption value 30,257,438 Class A ordinary shares subject to possible redemption $ 234,600,000 |
Schedule of basic and diluted net income (loss) per common share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period from Three Months Ended April 20, 2021 (inception) December 31, 2021 December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 7,355,975 $ 5,976,730 $ 4,065,600 $ 9,256,499 Denominator: Basic and diluted weighted average shares outstanding 7,076,923 5,750,000 2,525,490 5,750,000 Basic and diluted net income per ordinary share $ 1.04 $ 1.04 $ 1.61 $ 1.61 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 8 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
Schedule of company's assets that are measured at fair value on a recurring basis | December 31, Description Level 2021 Investments held in Trust Account 1 $ 234,601,001 Liabilities: Warrant liability – Private Placement Warrants 3 $ 5,288,400 Warrant liability – Public Warrants 3 5,175,000 $ 10,463,400 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | December 3, 2021 December 31, 2021 Stock price $ 10.00 $ 9.85 Exercise price $ 11.50 $ 11.50 Risk-free interest rate 1.14 % 1.31 % Expected life of warrants 6.0 years 5.67 years Expected volatility of underlying shares 17.0 % 8.2 % Dividend yield 0 % 0 % Probability of business combination 85 % * |
Schedule of change in the fair value of the warrant liabilities | Private Warrant Placement Public Liabilities Fair value at April 20, 2021 (inception) $ — $ — $ — Initial measurement at December 3, 2021 13,232,700 13,006,500 26,239,200 Change in fair value of derivative warrants (7,944,300) (7,831,500) (15,775,800) Fair value at December 31, 2021 $ 5,288,400 $ 5,175,000 $ 10,463,400 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Dec. 03, 2021USD ($)$ / sharesshares | Apr. 20, 2021item | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||||
Condition for future business combination number of businesses minimum | item | 1 | |||
Sale of Units, net of underwriting discounts (in shares) | shares | 23,000,000 | |||
Proceeds from issuance initial public offering | $ 30,000,000 | $ 230,000,000 | ||
Proceeds from sale of Private Placement Warrants | $ 13,006,500 | |||
Unit price | $ / shares | $ 10 | $ 10 | $ 10 | |
Underwriting fees | $ 12,650,000 | $ 12,650,000 | ||
Deferred underwriting commission | 8,050,000 | 8,050,000 | ||
Other offering costs | 803,527 | 803,527 | ||
Cash held outside the Trust Account | $ 1,120,545 | $ 1,120,545 | $ 1,120,545 | |
Months to complete business acquisition | 15 months | |||
Maximum months to complete business combination | 18 months | |||
Payments for investment of cash in Trust Account | $ 234,600,000 | $ 234,600,000 | ||
Purchase price, per unit | $ / shares | $ 10.20 | $ 10.20 | ||
Condition for future business combination use of proceeds percentage | 80 | |||
Condition for future business combination threshold Percentage Ownership | 50 | |||
Threshold percentage of public shares subject to redemption without company's before written consent | 15.00% | |||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |||
Redemption period upon closure | 10 days | |||
Maximum allowed dissolution expenses | $ 100,000 | |||
Working Capital | $ 1,400,000 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | shares | 20,000,000 | 20,000,000 | ||
Proceeds from issuance initial public offering | $ 200,000,000 | $ 200,000,000 | ||
Unit price | $ / shares | $ 10.20 | $ 10.20 | ||
Transaction Costs | 13,453,527 | |||
Underwriting fees | 4,600,000 | |||
Deferred underwriting commission | 8,050,000 | $ 8,050,000 | $ 8,050,000 | |
Other offering costs | $ 803,527 | |||
Purchase price, per unit | $ / shares | $ 10.20 | $ 10 | $ 10 | |
Investments maximum maturity term | 185 days | |||
Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 11,700,000 | |||
Proceeds from sale of Private Placement Warrants | $ 11,700,000 | |||
Private Placement | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 10,500,000 | 10,500,000 | 10,500,000 | |
Price of warrant | $ / shares | $ 1 | $ 1 | $ 1 | |
Proceeds from sale of Private Placement Warrants | $ 10,500,000 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | shares | 3,000,000 | 3,000,000 | ||
Proceeds from issuance initial public offering | $ 30,000,000 | |||
Purchase price, per unit | $ / shares | $ 10 | |||
Over-allotment option | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 1,200,000 | |||
Price of warrant | $ / shares | $ 1 | |||
Proceeds from sale of Private Placement Warrants | $ 1,200,000 | $ 1,200,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 03, 2021 | Dec. 31, 2021 |
Cash | $ 1,120,545 | |
Cash equivalents | 0 | |
Payments for investment of cash in Trust Account | $ 234,600,000 | 234,600,000 |
Offering costs | 803,527 | |
Underwriting fees | 12,650,000 | |
Paid in cash | 4,600,000 | |
Deferred fee | 8,050,000 | |
Transaction costs allocable to warrant liability | (801,850) | |
Unrecognized tax benefits | 0 | |
Unrecognized tax benefits accrued for interest and penalties | 0 | |
Federal Depository Insurance Coverage | 250,000 | |
Private Placement Warrants | ||
Excess fair value | $ 1,532,700 | |
Class A Common Stock | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 | |
Warrants are exercisable to purchase | 11,600,000 | |
Class A Common Stock Subject to Redemption | ||
Payments for investment of cash in Trust Account | $ 234,600,000 | |
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 | |
Additional paid-in capital and accumulated deficit | $ 30,300,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A ordinary shares reflected in the balance sheet (Details) | 8 Months Ended |
Dec. 31, 2021USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Gross proceeds | $ 230,000,000 |
Less: | |
Transaction costs allocated to Class A ordinary share | (12,650,938) |
Proceeds allocated to Public Warrants | (13,006,500) |
Total deductions made to temporary equity | (25,657,438) |
Plus: | |
Remeasurement of carrying value to redemption value | 30,257,438 |
Class A ordinary shares subject to possible redemption | $ 234,600,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and diluted net income (loss) per common share (Details) - USD ($) | 3 Months Ended | 8 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
Class A Common Stock | ||
Numerator: | ||
Allocation of net income, as adjusted | $ 7,355,975 | $ 4,065,600 |
Denominator: | ||
Weighted average shares outstanding, basic | 7,076,923 | 2,525,490 |
Weighted average shares outstanding, diluted | 7,076,923 | 2,525,490 |
Basic net income per ordinary share | $ 1.04 | $ 1.61 |
Diluted net income per ordinary share | $ 1.04 | $ 1.61 |
Class B Common Stock | ||
Numerator: | ||
Allocation of net income, as adjusted | $ 5,976,730 | $ 9,256,499 |
Denominator: | ||
Weighted average shares outstanding, basic | 5,750,000 | 5,750,000 |
Weighted average shares outstanding, diluted | 5,750,000 | 5,750,000 |
Basic net income per ordinary share | $ 1.04 | $ 1.61 |
Diluted net income per ordinary share | $ 1.04 | $ 1.61 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | Dec. 03, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 23,000,000 | |
Purchase price, per unit | $ 10.20 | |
Proceeds received from initial public offering, gross | $ 30,000,000 | $ 230,000,000 |
Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants in a unit | 0.5 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 20,000,000 | 20,000,000 |
Purchase price, per unit | $ 10.20 | $ 10 |
Proceeds received from initial public offering, gross | $ 200,000,000 | $ 200,000,000 |
Initial Public Offering | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares in a unit | 1 | |
Common shares, par value, (per share) | $ 0.0001 | |
Number of warrants in a unit | 0.5 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 3,000,000 | 3,000,000 |
Purchase price, per unit | $ 10 | |
Proceeds received from initial public offering, gross | $ 30,000,000 |
PRIVATE PLACEMENTS (Details)
PRIVATE PLACEMENTS (Details) - USD ($) | Dec. 03, 2021 | Dec. 31, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate purchase price | $ 13,006,500 | ||
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Restrictions on transfer period of time after business combination completion | 30 days | ||
Over-allotment option | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 1,200,000 | ||
Price of warrants | $ 1 | ||
Aggregate purchase price | $ 1,200,000 | $ 1,200,000 | |
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 11,700,000 | ||
Aggregate purchase price | $ 11,700,000 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 10,500,000 | 10,500,000 | 10,500,000 |
Price of warrants | $ 1 | $ 1 | $ 1 |
Aggregate purchase price | $ 10,500,000 |
RELATED PARTIES - Founder Share
RELATED PARTIES - Founder Shares (Details) - USD ($) | May 12, 2021 | Jun. 30, 2021 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | |||
Aggregate purchase price | $ 25,000 | ||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | ||
Founder Shares | Sponsor | Class B Common Stock | |||
Related Party Transaction [Line Items] | |||
Number of shares issued | 5,750,000 | ||
Aggregate purchase price | $ 25,000 | ||
Shares subject to forfeiture | 750,000 | ||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | ||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | ||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | ||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTIES - Additional In
RELATED PARTIES - Additional Information (Details) | 8 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
Related Party Transaction [Line Items] | |
Months to complete business acquisition | 15 months |
Maximum months to complete business combination | 18 months |
Additional months to complete business combination | 3 months |
Working capital loans warrant | |
Related Party Transaction [Line Items] | |
Repayment of promissory note - related party | $ 1,500,000 |
Price of warrant | $ / shares | $ 1 |
Outstanding balance of related party note | $ 0 |
Promissory Note with Related Party | |
Related Party Transaction [Line Items] | |
Maximum amounts of transaction | 300,000 |
Administrative Support Agreement | |
Related Party Transaction [Line Items] | |
Expenses per month | $ 20,000 |
Months to complete business acquisition | 15 months |
Maximum months to complete business combination | 18 months |
Total expenses incurred | $ 20,000 |
Related Party Loans | |
Related Party Transaction [Line Items] | |
Net proceeds placed in trust account | 2,300,000 |
Loan conversion agreement warrant | $ 1 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Dec. 03, 2021 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Underwriting Option Period | 45 days | |
Number of units sold | 23,000,000 | |
Unit price | $ 10 | $ 10 |
Number of shares agreed to issue | $ 30,000,000 | |
Underwriter cash discount | 4,600,000 | |
Deferred underwriting commission | $ 8,050,000 | |
Share Price | $ 10 | |
Initial Public Offering | ||
Class of Stock [Line Items] | ||
Number of units sold | 20,000,000 | 20,000,000 |
Unit price | $ 10.20 | |
Underwriting cash discount per unit | 0.20 | |
Deferred Fee Per Unit | $ 0.35 | |
Deferred underwriting commission | $ 8,050,000 | $ 8,050,000 |
Over-allotment option | ||
Class of Stock [Line Items] | ||
Number of units sold | 3,000,000 | 3,000,000 |
Public Warrants | ||
Class of Stock [Line Items] | ||
Number of warrants in a unit | 0.5 | |
Public Warrants | Initial Public Offering | ||
Class of Stock [Line Items] | ||
Number of shares in a unit | 1 | |
Number of warrants in a unit | 0.5 | |
Number of shares per warrant | 1 | |
Exercise price of warrant | $ 11.50 | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Number of shares to be purchased | 20,000,000 | |
Number of shares in a unit | 1 | |
Exercise price of warrant | $ 11.50 | |
Class A Common Stock | Public Warrants | ||
Class of Stock [Line Items] | ||
Number of shares per warrant | 1 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) | Dec. 31, 2021$ / sharesshares |
SHAREHOLDERS' DEFICIT | |
Preferred shares, shares authorized | 5,000,000 |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Shares (Details) | 8 Months Ended |
Dec. 31, 2021Vote$ / sharesshares | |
Class of Stock [Line Items] | |
Common shares, shares authorized (in shares) | 500,000,000 |
Common shares, votes per share | Vote | 1 |
Common shares, shares issued (in shares) | 0 |
Common shares, shares outstanding (in shares) | 0 |
Class A Common Stock | |
Class of Stock [Line Items] | |
Common shares, shares authorized (in shares) | 500,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common shares, shares issued (in shares) | 0 |
Common shares, shares outstanding (in shares) | 0 |
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 |
Class B Common Stock | |
Class of Stock [Line Items] | |
Common shares, shares authorized (in shares) | 50,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common shares, votes per share | Vote | 1 |
Common shares, shares issued (in shares) | 5,750,000 |
Common shares, shares outstanding (in shares) | 5,750,000 |
Ratio to be applied to the stock in the conversion | 1 |
Aggregated shares issued upon converted basis (in percent) | 20.00% |
Common stock subject to redemption | |
Class of Stock [Line Items] | |
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 |
WARRANTS LIABILITIES (Details)
WARRANTS LIABILITIES (Details) | 3 Months Ended | 8 Months Ended |
Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($)D$ / shares | |
Threshold period for filling registration statement after business combination | 20 days | |
Threshold period for registration statement to be effective after which warrants can be exercised on cashless basis | 60 days | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |
Warrants and rights issued | $ 20,500,000 | $ 20,500,000 |
Fair value measurement with unobservable inputs reconciliation recurring basis liability issuances | 26,239,200 | |
Change in fair value of derivative warrants | $ (14,243,100) | $ (14,243,100) |
Public Warrants | ||
Public warrants exercisable term after the completion of a business combination | 30 days | |
Warrants exercisable term from the completion of business combination | 12 months | |
Public Warrants expiration term | 5 years | 5 years |
Warrants and rights issued | $ 11,500,000 | $ 11,500,000 |
Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 [Member] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | |
Redemption Period | 30 days | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 10 days | |
Threshold consecutive trading days for redemption of public warrants | D | 20 | |
Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds10.00 [Member] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 10 days | |
Threshold consecutive trading days for redemption of public warrants | D | 20 | |
Private Warrants | ||
Warrants and rights issued | $ 11,700,000 | $ 11,700,000 |
Change in fair value of derivative warrants | $ 1,532,700 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | 8 Months Ended |
Dec. 31, 2021USD ($)shares | |
Assets: | |
Investments held in Trust Account | $ 234,601,001 |
Liabilities, Fair Value Disclosure [Abstract] | |
Warranty liability | $ 10,463,400 |
Class A Common Stock | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Number of shares in a unit | shares | 1 |
Public Warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Number of warrants in a unit | shares | 0.5 |
Recurring | |
Liabilities, Fair Value Disclosure [Abstract] | |
Warranty liability | $ 10,463,400 |
Level 1 | Recurring | |
Assets: | |
Investments held in Trust Account | 234,601,001 |
Level 3 | Recurring | Public Warrants | |
Liabilities, Fair Value Disclosure [Abstract] | |
Warranty liability | 5,175,000 |
Level 3 | Recurring | Private Placement Warrants | |
Liabilities, Fair Value Disclosure [Abstract] | |
Warranty liability | $ 5,288,400 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) | Dec. 31, 2021item | Dec. 03, 2021item |
Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.85 | 10 |
Exercise price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.31 | 1.14 |
Expected life of warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 5.67 | 6 |
Expected volatility of underlying shares | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 8.2 | 17 |
Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Probability of business combination | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 85 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) | 3 Months Ended | 8 Months Ended |
Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Initial measurement at December 3, 2021 | $ 26,239,200 | |
Warranty liability | $ 10,463,400 | 10,463,400 |
Change in fair value of derivative warrants | 14,243,100 | 14,243,100 |
Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Change in fair value of derivative warrants | (1,532,700) | |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Initial measurement at December 3, 2021 | 26,239,200 | |
Change in fair value of derivative warrants | (15,775,800) | |
Fair value at December 31, 2021 | 10,463,400 | 10,463,400 |
Level 3 | Public Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Initial measurement at December 3, 2021 | 13,006,500 | |
Change in fair value of derivative warrants | (7,831,500) | |
Fair value at December 31, 2021 | 5,175,000 | 5,175,000 |
Level 3 | Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Initial measurement at December 3, 2021 | 13,232,700 | |
Change in fair value of derivative warrants | (7,944,300) | |
Fair value at December 31, 2021 | $ 5,288,400 | $ 5,288,400 |