Document and Entity Information
Document and Entity Information | 5 Months Ended |
Sep. 30, 2021shares | |
Document Information [Line Items] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Sep. 30, 2021 |
Entity File Number | 001-40927 |
Entity Registrant Name | ESGEN Acquisition Corporation |
Entity Incorporation, State or Country Code | E9 |
Entity Tax Identification Number | 98-1601409 |
Entity Address, Address Line One | 5956 Sherry Lane |
Entity Address, Address Line Two | Suite 1400 |
Entity Address, City or Town | Dallas |
Entity Address State Or Province | TX |
Entity Address, Postal Zip Code | 75225 |
City Area Code | 214 |
Local Phone Number | 987-6100 |
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 Common Stock, Shares Outstanding | 0 |
Entity Central Index Key | 0001865506 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | Q3 |
Amendment Flag | false |
Transition Report | false |
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | |
Document Information [Line Items] | |
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant |
Trading Symbol | ESACU |
Security Exchange Name | NASDAQ |
Class A Common Stock | |
Document Information [Line Items] | |
Title of 12(b) Security | Class A ordinary shares included as part of the units |
Trading Symbol | ESAC |
Security Exchange Name | NASDAQ |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | |
Document Information [Line Items] | |
Title of 12(b) Security | Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
Trading Symbol | ESACW |
Security Exchange Name | NASDAQ |
UNAUDITED CONDENSED BALANCE SHE
UNAUDITED CONDENSED BALANCE SHEET | Sep. 30, 2021USD ($) | |
Current assets: | ||
Prepaid expenses | $ 6,662 | |
Total current assets | 6,662 | |
Deferred offering costs | 731,625 | |
Total Assets | 738,287 | |
Liabilities, Current [Abstract] | ||
Accrued expenses | 3,700 | |
Accrued offering costs | 462,712 | |
Promissory note - related party | 262,268 | |
Total current liabilities | 728,680 | |
Shareholder's Equity: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 24,425 | |
Accumulated deficit | (15,393) | |
Total shareholder's equity | 9,607 | |
Total Liabilities and Shareholder's Equity | 738,287 | |
Class B Common Stock | ||
Shareholder's Equity: | ||
Common stock | $ 575 | [1] |
[1] | Included up to 750,000 Founder Shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. |
UNAUDITED CONDENSED BALANCE S_2
UNAUDITED CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Apr. 30, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | ||
Over-allotment option | |||
Maximum shares subject to forfeiture | 750,000 | ||
Class A Common Stock | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 |
Common shares, shares issued | 0 | ||
Common shares, shares outstanding | 0 | ||
Class B Common Stock | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 |
Common shares, shares issued | 5,750,000 | ||
Common shares, shares outstanding | 5,750,000 | ||
Maximum shares subject to forfeiture | 900,000 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 5 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | ||
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS | |||
Formation costs | $ 1,690 | $ 15,393 | |
Total expenses | (1,690) | (15,393) | |
Net loss | $ (1,690) | $ (15,393) | |
Weighted average shares outstanding of shares, Basic | [1] | 5,000,000 | 5,000,000 |
Weighted average shares outstanding of shares, Diluted | [1] | 5,000,000 | 5,000,000 |
Basic net loss per common share | $ 0 | $ 0 | |
Diluted net loss per common share | $ 0 | $ 0 | |
[1] | Included up to 750,000 Founder Shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) | Sep. 30, 2021shares |
Over-allotment option | |
Maximum shares subject to forfeiture | 750,000 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY - USD ($) | Class B Common StockCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at the beginning at Apr. 18, 2021 | $ 0 | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Class B ordinary shares issued to initial shareholder | $ 575 | 24,425 | 0 | $ 25,000 | |
Class B ordinary shares issued to initial shareholder (in shares) | [1] | 5,750,000 | |||
Net loss | 0 | (13,703) | (13,703) | ||
Balance at the end at Jun. 30, 2021 | $ 575 | 24,425 | (13,703) | 11,297 | |
Balance at the end (in shares) at Jun. 30, 2021 | [1] | 5,750,000 | |||
Balance at the beginning at Apr. 18, 2021 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Class B ordinary shares issued to initial shareholder | 25,000 | ||||
Net loss | (15,393) | ||||
Balance at the end at Sep. 30, 2021 | $ 575 | 24,425 | (15,393) | 9,607 | |
Balance at the end (in shares) at Sep. 30, 2021 | [1] | 5,750,000 | |||
Balance at the beginning at Jun. 30, 2021 | $ 575 | 24,425 | (13,703) | 11,297 | |
Balance at the beginning (in shares) at Jun. 30, 2021 | [1] | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | 0 | (1,690) | (1,690) | ||
Balance at the end at Sep. 30, 2021 | $ 575 | $ 24,425 | $ (15,393) | $ 9,607 | |
Balance at the end (in shares) at Sep. 30, 2021 | [1] | 5,750,000 | |||
[1] | Included up to 750,000 Founder Shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. |
UNAUDITED CONDENSED STATEMENT_4
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY (Parenthetical) | Sep. 30, 2021shares |
Over-allotment option | |
Maximum shares subject to forfeiture | 750,000 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS | 5 Months Ended |
Sep. 30, 2021USD ($) | |
Cash flows from Operating Activities: | |
Net loss | $ (15,393) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Formation costs paid by Sponsor | 11,693 |
Changes in operating assets and liabilities | |
Accrued expenses | 3,700 |
Net cash used in operating activities | 0 |
Net change in cash | 0 |
Cash, beginning of the period (inception) | 0 |
Cash, end of the period | 0 |
Supplemental disclosure of noncash investing and financing activities: | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 |
Deferred offering costs included in accrued offering costs and expenses | 462,712 |
Accrued expenses paid by Sponsor under the promissory note | $ 243,913 |
Organization and Business Opera
Organization and Business Operation | 5 Months Ended |
Sep. 30, 2021 | |
Organization and Business Operation | |
Organization and Business Operation | Note 1 — Organization and Business Operation ESGEN Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on April 19, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from April 19, 2021 (inception) through September 30, 2021, relates to the Company’s formation and the initial public offering (“Public Offering” or “IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is ESGEN LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on October 19, 2021 (the “Effective Date”). On October 22, 2021, the Company consummated its IPO of 27,600,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit (which included the full exercise of the underwriters’ over-allotment option), which is discussed in Notes 3 (the “Public Offering”) and Note 11 (“Subsequent Events”), and the sale of 14,040,000 warrants (the “Private Placement Warrants”) each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor that closed simultaneously with the Public Offering. Transaction costs amounted to $16,138,202 consisting of $5,520,000 of underwriting commissions, $9,660,000 of deferred underwriting commissions and $958,202 of other cash offering costs. Of this amount, $15,428,121 was charged to shareholder’s deficit and $710,081 was allocated to the warrants and expensed. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination only if the post-Business Combination company in which its public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Following the closing of the IPO on October 22, 2021, $281,520,000 ($10.20 per Unit) from the net proceeds sold in the IPO, including proceeds of the sale of the Private Placement Warrants, was deposited in a trust account (“Trust Account”) and will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations (see Note 11). Except with respect to interest or other income earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from the Public Offering and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete its initial Business Combination within 15 months (unless otherwise extended as described in the prospectus) from the closing of this offering (the “Combination Period”) or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (c) the redemption of the public shares if the Company has not consummated the Business Combination within Combination Period, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within Combination Period, with respect to such Class A ordinary shares so redeemed. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of its initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially $10.20 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. The ordinary shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 15 months (unless otherwise extended as described in the prospectus) from the closing of the Public Offering to consummate the initial Business Combination. If the Company has not consummated the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay winding up and dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and each member of the management team have entered into an agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares; (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete its initial Business Combination within 15 months from the closing of the Public Offering (or up to 21 months if we extend the time to complete a business combination) or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate an initial business combination within Combination Period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) 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 $10.00 per public share due to reductions in the value of the Trust Account, in each case net of the interest that may be withdrawn to pay the Company’s income tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under 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. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believe that the sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Capital Resources As of September 30, 2021, the Company had no cash and a working capital deficit of $722,018. Following the consummation of the IPO on October 22, 2021, the Company had $2,387,198 of cash in its operating bank account and working capital of $1,708,052. The Company’s liquidity needs up to September 30, 2021 had been satisfied through a payment from the Sponsor of $25,000 to cover certain offering costs in consideration for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $300,000 (see Note 5). In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. 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 pandemic could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 5 Months Ended |
Sep. 30, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus, which contains the initial audited financial statements and notes thereto for the period from April 19, 2021 (inception) to June 30, 2021, as filed with the SEC on October 21, 2021. The interim results for the three months ended September 30, 2021 and for the period from April 19, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of this financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. Offering Costs Associated with Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A—"Expenses of Offering”. Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are related to the Public Offering. On October 22, 2021, upon consummation of the IPO, offering costs amounted to $16,138,202 and of this, $15,428,121 was charged to shareholder’s deficit and $710,081 was deemed allocable to the warrants and charged to expense (see Note 11). Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 900,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 5). As of September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value on the balance sheet with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liability The Company accounts for the Public and Private Placement warrants issued in connection with the Public Offering in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company will classify each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. |
Public Offering
Public Offering | 5 Months Ended |
Sep. 30, 2021 | |
Public Offering | |
Public Offering | Note 3 — Public Offering On October 22, 2021, the Company consummated its IPO of 27,600,000 Units, which included the full exercise of the underwriters’ over-allotment option, at a price of $10.00 per Unit, generating gross proceeds of $276,000,000 (see Note 11). Each Unit consists of one Class A ordinary share and one |
Private Placement
Private Placement | 5 Months Ended |
Sep. 30, 2021 | |
Private Placement. | |
Private Placement | Note 4 — Private Placement On October 22, 2021, in connection with the consummation of the IPO, the Sponsor purchased 11,240,000 warrants, which included the underwriters’ exercise of the full over-allotment option (the “Private Placement Warrants”), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant and $11,240,000 in the aggregate, in a private placement which occurred concurrently with the closing of the Public Offering. Additionally Salient Capital Advisors, LLC, acting in its capacity as investment advisor on behalf of one or more client accounts (“Salient Client Accounts”) has purchased 2,800,000 warrants on the same terms as the Sponsor in a private placement which occurred concurrently with the closing of the Public Offering (see Note 11). The private placement resulted in an aggregate of 14,040,000 warrants and $14,040,000 in proceeds, a portion of which was placed in the Trust account. |
Related Party Transactions
Related Party Transactions | 5 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On April 27, 2021, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001. In September 2021, certain shareholders surrendered, for no consideration, an aggregate of 1,437,500 Class B ordinary shares, leaving 5,750,000 Founder Shares outstanding. In October 2021, a share dividend was issued which resulted in 6,900,000 Founder Shares outstanding; of which 900,000 were subject to surrender if the underwriter had not exercised their full over-allotment option. All share values and related amounts have been retroactively restated to reflect the dividend. On September 10, 2021, the Sponsor transferred 115,000 Class B ordinary shares to each of its three independent directors. Additionally, on September 27, 2021, the Company sold 831,393 Class B ordinary shares to the Salient Client Accounts at a price of approximately $0.004. As of October 22, 2021, the Sponsor held 4,573,607 Class B ordinary shares. The initial shareholders and each member of the management team have entered into an agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the Business Combination; (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the Business Combination or to redeem 100% of the Company’s public shares if it does not complete the Business Combination within 15 months from the closing of the Public Offering (or up to 21 months, if extended) to complete a Business Combination or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate an Business Combination within 15 months from the closing of this offering (or up to 21 months if extended) to complete a Business Combination as described in the prospectus (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the Business Combination within the prescribed time frame). If the Company seeks shareholder approval, it will complete the Business Combination only if it is approved by an ordinary resolution or such higher approval threshold as may be required by Cayman Islands law and pursuant to the amended and restated memorandum and articles of association. In such case, the initial shareholders and each member of the management team have agreed to vote their Founder Shares and Public Shares in favor of the Business Combination. Promissory Note — Related Party On April 27, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Public Offering. These loans are non-interest bearing, unsecured and are due at the earlier of December 31, 2021 or the closing of the Public Offering. The loan was to be repaid upon the closing of the Public Offering out of the offering proceeds not held in the Trust Account. In connection with the closing of the IPO, the Company paid down $90,922 of the outstanding balance. As of September 30, 2021, the Company had $262,268 outstanding under the promissory note. Working Capital Loans In order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans. Office Space, Secretarial and Administrative Services Commencing on the date that the Company’s securities are first listed on the NASDAQ through the earlier of consummation of the initial Business Combination and the liquidation, the Company is expected to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative services. |
Prepaid Expenses
Prepaid Expenses | 5 Months Ended |
Sep. 30, 2021 | |
Prepaid Expenses | |
Prepaid Expenses | Note 6 — Prepaid Expenses The Company’s prepaid expenses as of September 30, 2021 consisted of the expense for a subscription fee which the Company paid in advance. |
Commitments & Contingencies
Commitments & Contingencies | 5 Months Ended |
Sep. 30, 2021 | |
Commitments & Contingencies | |
Commitments & Contingencies | Note 7 — Commitments & Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and expected shareholder rights agreement to be signed prior to or on the effective date of the Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. However, the registration and expected shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares issuable upon exercise of the private placement warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Working Capital Loans and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and expected shareholder rights agreement to be signed prior to or on the effective date of the Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company’s register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of its initial Business Combination. However, the registration and expected shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, as described in the following paragraph, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Except as described herein, the Sponsor and its directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company complete a liquidation, merger, share exchange or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of the Sponsor and its directors and executive officers with respect to any founder shares. Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor with respect to any Founder Shares. The Company refers to such transfer restrictions throughout the Public Offering as the lock- up. In addition, pursuant to the registration and expected shareholder rights agreement, the Sponsor, upon and following consummation of an initial Business Combination, will be entitled to nominate three individuals for election to the board of directors, as long as the Sponsor holds any securities covered by the registration and expected shareholder rights agreement. Underwriters Agreement The Company granted the underwriters a 45-day option to purchase up to 3,600,000 additional Units to cover over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions. The underwriters exercised the full over-allotment at the consummation of the Public Offering on October 22, 2021 (see Note 11). The underwriters earned an underwriting discount of two percent (2%) of the gross proceeds of the Public Offering, or $5,520,000, which was paid in cash at closing of the offering (see Note 11). Additionally, the underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Public Offering upon the completion of the Company’s initial Business Combination. |
Warrant Liabilities
Warrant Liabilities | 5 Months Ended |
Sep. 30, 2021 | |
Warrant Liabilities | |
Warrant Liabilities | Note 8 — Warrant Liabilities The Company accounts for the 27,840,000 warrants issued on October 22, 2021 in connection with the Public Offering (13,800,000 Public Warrants and 14,040,000 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. Accordingly, the Company will classify each warrant as a liability at its fair value. This liability is subject to remeasurement at each balance sheet date. With each such remeasurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operation. Public Warrants Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy 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 elect, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) for any 20 trading days within a 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption; and; ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; Private Warrants If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the Public Offering. Any amendment to the terms of the Private Placement Warrants or any provision of the warrant agreement with respect to the Private Placement Warrants will require a vote of holders of at least 50% of the number of the then outstanding Private Placement Warrants. |
Shareholder's Equity
Shareholder's Equity | 5 Months Ended |
Sep. 30, 2021 | |
Shareholder's Equity | |
Shareholder's Equity | Note 10 — Shareholder’s Equity Preference shares outstanding Class A ordinary shares issued Class B ordinary shares outstanding Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if the Company fails to consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, any of its affiliates or any members of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. This is different than some other similarly structured blank check companies in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the initial Business Combination. |
Subsequent Events
Subsequent Events | 5 Months Ended |
Sep. 30, 2021 | |
Subsequent Events | |
Subsequent Events | Note 11—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to through the date that the financial statement was issued. Based upon this review the Company did not identify any subsequent events, other than those noted below, that would have required adjustment or disclosure in the financial statement. In October 2021, prior to the consummation of the IPO, the Company issued a 20% dividend which resulted in an aggregate of 6,900,000 Founder Shares, of which 900,000 were subject to forfeiture to the extent the underwriters’ over-allotment option was not exercised. On October 22, 2021, the Company consummated its IPO of 27,600,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit (which included the full exercise of the underwriters’ over-allotment option), which is discussed in Note 3 (the “Public Offering”) and the sale of 14,040,000 warrants (the “Private Placement Warrants”) each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor that closed simultaneously with the Public Offering. Transaction costs amounted to $16,138,202 consisting of $5,520,000 of underwriting commissions, $9,660,000 of deferred underwriting commissions and $958,202 of other cash offering costs. Of this amount, $15,428,121 was charged to shareholder’s deficit and $710,081 was allocated to the warrants and expensed. Following the closing of the IPO on October 22, 2021, $281,520,000 ($10.20 per Unit) from the net proceeds sold in the IPO, including proceeds of the sale of the Private Placement Warrants, was deposited in a trust account (“Trust Account”) and will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 5 Months Ended |
Sep. 30, 2021 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus, which contains the initial audited financial statements and notes thereto for the period from April 19, 2021 (inception) to June 30, 2021, as filed with the SEC on October 21, 2021. The interim results for the three months ended September 30, 2021 and for the period from April 19, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future interim periods. |
Emerging Growth Company | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of this financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A—"Expenses of Offering”. Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are related to the Public Offering. On October 22, 2021, upon consummation of the IPO, offering costs amounted to $16,138,202 and of this, $15,428,121 was charged to shareholder’s deficit and $710,081 was deemed allocable to the warrants and charged to expense (see Note 11). |
Net Loss Per Share | Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 900,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 5). As of September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value on the balance sheet with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Warrant Liability | Warrant Liability The Company accounts for the Public and Private Placement warrants issued in connection with the Public Offering in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company will classify each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. |
Organization and Business Ope_2
Organization and Business Operation (Details) | Oct. 22, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($) | Sep. 30, 2021USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |||
Transaction Costs | $ 16,138,202 | ||
Underwriting fees | 5,520,000 | ||
Deferred Offering Cost Non-Current | 9,660,000 | ||
Other offering costs | 958,202 | ||
Shareholders deficit | 15,428,121 | ||
Allocated to the warrants and expense | 710,081 | ||
Cash held outside the Trust Account | $ 2,387,198 | 0 | |
Working Capital | $ 1,708,052 | 722,018,000,000 | |
Aggregate purchase price | $ 25,000 | 25,000 | |
Net tangible assets | $ 5,000,001 | ||
Percentage of business combinations aggregate fair market value | 80.00% | ||
Condition for future business combination number of businesses minimum | 1 | ||
Condition for future business combination threshold Percentage Ownership | 50 | ||
Redemption of shares calculated based on business days prior to consummation of business combination | 15 months | ||
Condition for future business combination threshold Net Tangible Assets | $ 100,000 | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units, net of underwriting discounts (in shares) | shares | 27,600,000 | ||
Purchase price, per unit | $ / shares | $ 10.20 | $ 10 | |
Proceeds from issuance initial public offering | $ 281,520,000 | ||
Other offering costs | 16,138,202 | ||
Shareholders deficit | 15,428,121 | ||
Allocated to the warrants and expense | $ 710,081 | ||
Initial Public Offering | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ / shares | $ 11.50 | ||
Sale of Private Placement Warrants (in shares) | shares | 14,040,000 | ||
Price of warrant | $ / shares | $ 1 | ||
Initial Public Offering | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ / shares | $ 10.20 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 14,040,000 | ||
Proceeds from sale of Private Placement Warrants | $ 14,040,000 | ||
Percentage of business combinations aggregate fair market value | 80.00% | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units, net of underwriting discounts (in shares) | shares | 3,600,000 | ||
Purchase price, per unit | $ / shares | $ 10 | ||
Sponsor | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from Related Party Debt | $ 300,000 | ||
Redemption of shares calculated based on business days prior to consummation of business combination | 15 months | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||
Month To Complete Acquisition | 21 months | ||
Sponsor | Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 11,240,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | Oct. 22, 2021 | Sep. 30, 2021 |
Cash equivalents | $ 0 | |
Offering Cost | 958,202 | |
Shareholders deficit | 15,428,121 | |
Allocated to the warrants and expense | 710,081 | |
Unrecognized tax benefits | 0 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | |
Initial Public Offering | ||
Offering Cost | $ 16,138,202 | |
Shareholders deficit | 15,428,121 | |
Allocated to the warrants and expense | $ 710,081 | |
Class B Common Stock | ||
Shares subject to forfeiture | 900,000 | |
Class A Common Stock | Initial Public Offering | ||
Unrecognized tax benefits | $ 0 |
Public Offering (Details)
Public Offering (Details) - USD ($) | Oct. 22, 2021 | Sep. 30, 2021 |
Class A Common Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price, per unit | $ 10 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 27,600,000 | |
Purchase price, per unit | $ 10.20 | 10 |
Initial Public Offering | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price, per unit | $ 10.20 | |
Initial Public Offering | Public Warrants | Class A Common Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares in a unit | 1 | |
Number of warrants in a unit | 0.50 | |
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 | 3,600,000 | |
Purchase price, per unit | $ 10 | |
Gross proceeds | $ 276,000,000 |
Private Placement (Details)
Private Placement (Details) | Oct. 22, 2021USD ($)$ / sharesshares |
Over-allotment option | Private Placement Warrants | Class A Common Stock | |
Subsidiary, Sale of Stock [Line Items] | |
Price of warrants | $ / shares | $ 11.50 |
Private Placement | |
Subsidiary, Sale of Stock [Line Items] | |
Number of shares per warrant | 2,800,000 |
Private Placement | Private Placement Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants to purchase shares issued | 14,040,000 |
Aggregate purchase price | $ | $ 14,040,000 |
Private Placement | Private Placement Warrants | Class A Common Stock | |
Subsidiary, Sale of Stock [Line Items] | |
Aggregate purchase price | $ | $ 11,240,000 |
Number of shares per warrant | 1 |
Exercise price of warrant | $ / shares | $ 1 |
Private Placement | Private Placement Warrants | Sponsor | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants to purchase shares issued | 11,240,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Sep. 27, 2021$ / sharesshares | Sep. 10, 2021shares | Apr. 27, 2021USD ($)$ / sharesshares | Oct. 31, 2021shares | Jun. 30, 2021USD ($) | Sep. 30, 2021USD ($)Mshares | Oct. 22, 2021shares |
Related Party Transaction [Line Items] | |||||||
Consideration received | $ | $ 0 | ||||||
Aggregate purchase price | $ | $ 25,000 | $ 25,000 | |||||
Class B Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Common shares, shares outstanding | 5,750,000 | ||||||
Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares surrender | 900,000 | ||||||
Share dividend | 6,900,000 | ||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 100.00% | ||||||
Restrictions on transfer period of time after business combination completion | 15 months | ||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | M | 21 | ||||||
Founder Shares [Member] | Class B Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 831,393 | ||||||
Purchase price, per unit | $ / shares | $ 0.004 | $ 0.0001 | |||||
Founder Shares [Member] | Sponsor | Class B Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 115,000 | ||||||
Consideration received | $ | $ 25,000 | ||||||
Consideration received, shares | 5,750,000 | ||||||
Purchase price, per unit | $ / shares | $ 0.004 | ||||||
Common shares, shares outstanding | 5,750,000 | ||||||
Aggregate number of shares owned | 1,437,500 | 4,573,607 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 5 Months Ended | |
Sep. 30, 2021 | Apr. 27, 2021 | |
Related Party Transaction [Line Items] | ||
Expenses incurred and paid | $ 10,000 | |
Working Capital Loan | 0 | |
Working capital loans warrant | ||
Related Party Transaction [Line Items] | ||
Loan conversion agreement warrant | $ 1,500,000 | |
Price of warrant | $ 1 | |
Promissory Note with Related Party | ||
Related Party Transaction [Line Items] | ||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |
Outstanding balance of related party note | $ 262,268 | |
Repayment of promissory note - related party | $ 90,922 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | Oct. 22, 2021USD ($)shares | Sep. 30, 2021USD ($)itemD$ / sharesshares |
Related Party Transaction [Line Items] | ||
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 | |
Maximum number of demands for registration of securities | item | 3 | |
Deferred Offering Cost Non-Current | $ | $ 9,660,000 | |
Subsequent Event [Member] | ||
Related Party Transaction [Line Items] | ||
Deferred Offering Cost Non-Current | $ | $ 9,660,000 | |
Over-allotment option | ||
Related Party Transaction [Line Items] | ||
Sale of Units, net of underwriting discounts (in shares) | shares | 3,600,000 | |
Initial Public Offering | ||
Related Party Transaction [Line Items] | ||
Underwriting Discount Earned Percentage | 2.00% | |
Deferred Underwriting Discount | 3.50% | |
Sale of Units, net of underwriting discounts (in shares) | shares | 27,600,000 | |
Underwriter cash discount | $ | $ 5,520,000 | |
Initial Public Offering | Subsequent Event [Member] | ||
Related Party Transaction [Line Items] | ||
Sale of Units, net of underwriting discounts (in shares) | shares | 27,600,000 | |
Sponsor | Class A Common Stock | ||
Related Party Transaction [Line Items] | ||
Warrants And Rights Outstanding Exercisable Term After Business Combinations | 30 days | |
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 period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - $ / shares | 5 Months Ended | |
Sep. 30, 2021 | Oct. 22, 2021 | |
Warrants outstanding | 27,840,000 | |
Share Price | $ 9.20 | |
Threshold Period For Registration Statement To Be Effective After Which Warrants Can Be Exercised | 60 days | |
Fair Market Value Price | $ 0.361 | |
Percentage Of Gross Proceeds On Total Equity Proceeds | 60.00% | |
Adjustment of exercise price of warrants based on market value (as a percent) | 115.00% | |
Percentage of adjustment of redemption price of stock based on market value. | 180.00% | |
Stock price trigger for redemption of public warrants | $ 18 | |
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 | |
Class A Common Stock | ||
Trading Day Prior To The Date On Which The Notice Of Exercise | 10 days | |
Purchase price, per unit | $ 10 | |
Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 [Member] | ||
Share Price | 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 days | |
Redemption Of Warrant Price Per Share Equals Or Exceeds10.00 [Member] | ||
Share Price | $ 0.10 | |
Redemption price per public warrant (in dollars per share) | $ 10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 days | |
Purchase price, per unit | $ 10 | |
Public Warrants | ||
Warrants outstanding | 13,800,000 | |
Public Warrants | Class A Common Stock | ||
Purchase price, per unit | $ 11.50 | |
Private Warrants | ||
Warrants outstanding | 14,040,000 |
Shareholder's Equity - Preferre
Shareholder's Equity - Preferred Stock Shares (Details) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Apr. 30, 2021 |
Shareholder's Equity | |||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 | 0 |
Preferred shares, shares outstanding | 0 |
Shareholder's Equity - Common S
Shareholder's Equity - Common Stock Shares (Details) - $ / shares | 5 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | |
Class of Stock [Line Items] | |||
Aggregate Percentage of Outstanding Shares Issued to Initial Shareholders Prior to Business Combination | 20.00% | ||
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 250,000,000 | 250,000,000 | 250,000,000 |
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 0 | ||
Common shares, shares outstanding (in shares) | 0 | ||
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 25,000,000 | 25,000,000 | 25,000,000 |
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
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 | 20 | ||
Maximum shares subject to forfeiture | 900,000 | ||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 20.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Oct. 22, 2021 | Oct. 31, 2021 | Sep. 30, 2021 |
Subsequent Event [Line Items] | |||
Transaction Costs | $ 16,138,202 | ||
Underwriting fees | 5,520,000 | ||
Deferred Offering Cost Non-Current | 9,660,000 | ||
Other offering costs | 958,202 | ||
Shareholders deficit | 15,428,121 | ||
Allocated to the warrants and expense | $ 710,081 | ||
Initial Public Offering | |||
Subsequent Event [Line Items] | |||
Sale of Units, net of underwriting discounts (in shares) | 27,600,000 | ||
Proceeds from issuance initial public offering | $ 281,520,000 | ||
Purchase price, per unit | $ 10.20 | $ 10 | |
Other offering costs | $ 16,138,202 | ||
Shareholders deficit | 15,428,121 | ||
Allocated to the warrants and expense | $ 710,081 | ||
Over-allotment option | |||
Subsequent Event [Line Items] | |||
Sale of Units, net of underwriting discounts (in shares) | 3,600,000 | ||
Purchase price, per unit | $ 10 | ||
Private Placement Warrants | Initial Public Offering | |||
Subsequent Event [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 14,040,000 | ||
Purchase price, per unit | $ 11.50 | ||
Private Placement Warrants | Private Placement | |||
Subsequent Event [Line Items] | |||
Proceeds from sale of Private Placement Warrants | $ 14,040,000 | ||
Sale of Private Placement Warrants (in shares) | 14,040,000 | ||
Founder Shares [Member] | |||
Subsequent Event [Line Items] | |||
Share dividend | 6,900,000 | ||
Number of shares surrender | 900,000 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Transaction Costs | $ 16,138,202 | ||
Underwriting fees | 5,520,000 | ||
Deferred Offering Cost Non-Current | 9,660,000 | ||
Other offering costs | 958,202 | ||
Shareholders deficit | 15,428,121 | ||
Allocated to the warrants and expense | $ 710,081 | ||
Subsequent Event [Member] | Initial Public Offering | |||
Subsequent Event [Line Items] | |||
Sale of Units, net of underwriting discounts (in shares) | 27,600,000 | ||
Percentage of dividend issued | 20.00% | ||
Proceeds from issuance initial public offering | $ 281,520,000 | ||
Purchase price, per unit | $ 10.20 | ||
Subsequent Event [Member] | Over-allotment option | |||
Subsequent Event [Line Items] | |||
Purchase price, per unit | $ 10 | ||
Subsequent Event [Member] | Private Placement Warrants | |||
Subsequent Event [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 14,040,000 | ||
Purchase price, per unit | $ 11.50 | ||
Subsequent Event [Member] | Private Placement Warrants | Private Placement | |||
Subsequent Event [Line Items] | |||
Purchase price, per unit | $ 1 | ||
Subsequent Event [Member] | Founder Shares [Member] | |||
Subsequent Event [Line Items] | |||
Share dividend | 6,900,000 | ||
Number of shares surrender | 900,000 |
DERIVATIVE WARRANT LIABILITIES
DERIVATIVE WARRANT LIABILITIES (Details) - $ / shares | 5 Months Ended | |
Sep. 30, 2021 | Oct. 22, 2021 | |
Warrants outstanding | 27,840,000 | |
Share Price | $ 9.20 | |
Percentage of gross proceeds on total equity proceeds | 60.00% | |
Adjustment of exercise price of warrants based on market value (as a percent) | 115.00% | |
Percentage of adjustment of redemption price of stock based on market value. | 180.00% | |
Stock price trigger for redemption of public warrants | $ 18 | |
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 | |
Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 [Member] | ||
Share Price | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 days | |
Redemption Of Warrant Price Per Share Equals Or Exceeds10.00 [Member] | ||
Share Price | $ 0.10 | |
Redemption price per public warrant (in dollars per share) | $ 10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 days | |
Public Warrants | ||
Warrants outstanding | 13,800,000 | |
Private Warrants | ||
Warrants outstanding | 14,040,000 |