Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | Sep. 01, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | The Company concluded it should restate its previously issued financial statements by amending its Quarterly Report on Form 10- Q for the quarterly period ended March 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on May 16, 2022, to record Class A ordinary shares subject to possible redemption at their full redemption value in temporary equity. The Company had previously understated its Class A ordinary shares redemption value at $10.00 per share, when redemption value was $10.20 per share. As a result, the Company restated its previously filed financial statements to present redeemable Class A ordinary shares at their full redemption value as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480 and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. | |
Document Transition Report | false | |
Entity Registrant Name | APX ACQUISITION CORP. I | |
Entity Central Index Key | 0001868573 | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41125 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Country | MX | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | APXI | |
Security Exchange Name | NASDAQ | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Interactive Data Current | Yes | |
Entity Address, Address Line One | Juan Salvador Agraz 65 | |
Entity Address, Address Line Two | Contadero, Cuajimalpa de Morelos | |
Entity Address, City or Town | Mexico City | |
Entity Address, Postal Zip Code | 05370 | |
City Area Code | 55 | |
Local Phone Number | 4744 1100 | |
Document Quarterly Report | true | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant | |
Trading Symbol | APXIU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock for $11.50 per share | |
Trading Symbol | APXIW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 17,250,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,312,500 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 792,547 | $ 953,432 |
Prepaid expenses | 150,000 | 150,000 |
Total current assets | 942,547 | 1,103,432 |
Non-current prepaid expenses | 100,000 | 137,500 |
Investment held in Trust Account | 175,964,610 | 175,950,894 |
Total Assets | 177,007,157 | 177,191,826 |
Current liabilities: | ||
Accrued expenses and accounts payable | 491,533 | 322,969 |
Total current liabilities | 491,533 | 322,969 |
Deferred underwriting fees payable | 6,037,500 | 6,037,500 |
Warrant liabilities | 4,042,250 | 12,056,450 |
Total Liabilities | 10,571,283 | 18,416,919 |
Commitments and Contingencies (Note 7) | ||
Class A ordinary shares; 17,250,000 shares subject to possible redemption at $10.00 per share | 175,950,000 | 175,950,000 |
Shareholders' Deficit: | ||
Preference shares - $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated Deficit | (9,514,557) | (17,175,524) |
Total Shareholders' Deficit | (9,514,126) | (17,175,093) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholder's Deficit | 177,007,157 | 177,191,826 |
Common Class A [Member] | ||
Shareholders' Deficit: | ||
Common Stock Value | 0 | 0 |
Common Class B [Member] | ||
Shareholders' Deficit: | ||
Common Stock Value | $ 431 | $ 431 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Temporary Equity, Redemption Price Per Share | $ 10.2 | |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity shares outstanding | 17,250,000 | 17,250,000 |
Temporary Equity, Redemption Price Per Share | $ 10.2 | $ 10.2 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 20,000,000 | 20,000,000 |
Common stock shares issued | 4,312,500 | 4,312,500 |
Common stock shares outstanding | 4,312,500 | 4,312,500 |
Condensed Statement of Operatio
Condensed Statement of Operations | 3 Months Ended |
Mar. 31, 2022 USD ($) $ / shares shares | |
Operating expenses: | |
Formation costs and other operating expenses | $ 366,948 |
Loss from operations | (366,948) |
Other income (expense): | |
Interest income | 13,715 |
Change in fair value of warrant liabilities | 8,014,200 |
Net Income | $ 7,660,967 |
Weighted average number of shares outstanding, diluted | shares | 17,250,000 |
Common Class A [Member] | |
Other income (expense): | |
Net Income | $ 6,128,774 |
Weighted average number of shares outstanding, basic | shares | 17,250,000 |
Earnings per share, basic | $ / shares | $ 0.36 |
Weighted average number of shares outstanding, diluted | shares | 17,250,000 |
Earnings per share, diluted | $ / shares | $ 0.36 |
Common Class B [Member] | |
Other income (expense): | |
Net Income | $ 1,532,193 |
Weighted average number of shares outstanding, basic | shares | 4,312,500 |
Earnings per share, basic | $ / shares | $ 0.36 |
Weighted average number of shares outstanding, diluted | shares | 4,312,500 |
Earnings per share, diluted | $ / shares | $ 0.36 |
Condensed Statement of Changes
Condensed Statement of Changes in Shareholders' Deficit - 3 months ended Mar. 31, 2022 - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Class B [Member] | Common Class B [Member] Common Stock [Member] |
Beginning balance at Dec. 31, 2021 | $ (17,175,093) | $ 0 | $ (17,175,524) | $ 431 | |
Beginning balance (Shares) at Dec. 31, 2021 | 4,312,500 | ||||
Net income | 7,660,967 | 0 | 7,660,967 | $ 1,532,193 | |
Ending balance at Mar. 31, 2022 | $ (9,514,126) | $ 0 | $ (9,514,557) | $ 431 | |
Ending balance (Shares) at Mar. 31, 2022 | 4,312,500 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Cash flow from operating activities: | |
Net income | $ 7,660,967 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Income earned in investments in trust account | (13,715) |
Change in fair value of warrant liabilities | (8,014,200) |
Changes in operating assets and liabilities: | |
Prepaid expenses | 37,500 |
Accrued expenses | 168,563 |
Net cash used in operating activities | (160,885) |
Net change in cash | (160,885) |
Cash at the beginning of the period | 953,432 |
Cash at the end of the period | $ 792,547 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS APx Acquisition Corp. I (the “Company”) is a blank check company incorporated in the Cayman Islands on May 13, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not yet commenced any operations. All activity for the period May 13, 2021 (inception) through March 31, 2022, relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) which is described below, and the search for a target business with which to consummate an initial business combination. 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 The Company’s sponsor is APx Cap Sponsor Group I, LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 6, 2021. On December 9, 2021, the Company consummated the Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $172,500,000, which is described in Note 4 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 8,950,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $8,950,000 (Note 5 Transaction costs amounted to $10,321,097, consisting of $3,450,000 of underwriting fees, $6,037,500 of deferred underwriting fees and $833,597 of other offering costs. In addition, at December 9, 2021, cash of $ 1,295,936 was held outside of the Trust Account (as defined below) and is available for working capital purposes. Upon the closing of the Initial Public Offering, an amount of $175,950,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and will be invested only 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 paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 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. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination 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 a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares without voting, and if they do vote, irrespective of whether they vote for or against a Business Combination. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Certificate of Incorporation provides that, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The public shareholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (Note 9 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, offer such redemption 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. The Company’s Sponsor has agreed (a) to vote its Founder Shares (Note 6 pre-Business pre-Business If the Company is unable to complete a Business Combination within 15 months from the closing of the Initial Public Offering, or within 21 months if we extend the period of time to consummate a Business Combination in accordance with the terms described in the registration statement for our Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no 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 us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholder’s rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of applicable law. The underwriters have agreed to waive their rights to the deferred underwriting commission 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 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 amount initially deposited in the Trust Account of $10.20 per Unit. 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, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its shareholders 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. 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, 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 Capital Resources As of March 31, 2022, the Company had $792,547 in its operating bank account, and working capital of $451,014. The Company’s liquidity needs up to March 31, 2022, had been satisfied through a payment from the Sponsor of $25,000 (Note 6 6 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 continues to evaluate the impact of the COVID-19 Going Concern Consideration At March 31, 2022, the Company had $792,547 in operating cash and a working capital of $451,014, respectively. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Account Standards Update (“ASU”) 2014-15, |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 3 Months Ended |
Mar. 31, 2022 | |
Prior Period Adjustment [Abstract] | |
Restatement of Previously Issued Financial Statements | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company concluded it should restate its previously issued financial statements by amending its Quarterly Report on Form 10- Q for the quarterly period ended March 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on May 16, 2022, to record Class A ordinary shares subject to possible redemption at their full redemption value in temporary equity. The Company had previously understated its Class A ordinary shares redemption value at $10.00 per share, when redemption value was $10.20 per share. As a result, the Company restated its previously filed financial statements to present redeemable Class A ordinary shares at their full redemption value as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480 and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Q for the quarterly periods ended March 31, 2022 (the “Affected Quarterly Period”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present all Class A ordinary shares subject to possible redemption at their redemption value. As such, the Company is reporting these restatements to the period in this quarterly report. The impact of the restatement on the Company’s financial statements is reflected in the following tables: Impact of the Restatement As of March 31, 2022 As Reported Adjustment As Restated Balance Sheet Class A ordinary shares subject to possible redemption $ 172,500,000 $ 3,450,000 $ 175,950,000 Accumulated deficit (6,064,557 ) (3,450,000 ) (9,514,557 ) Total Shareholders’ Deficit $ (6,064,126 ) $ (3,450,000 ) $ (9,514,126 ) S tatement of Changes in Shareholders’ Deficit Accumulated deficit $ (6,064,557 ) $ (3,450,000 ) $ (9,514,557 ) Total Shareholders’ Deficit $ (6,064,126 ) $ (3,450,000 ) $ (9,514,126 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3. 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 (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 $792,547 and $953,432 in cash and none in cash equivalents as of March 31, 2022, and December 31, 2021, respectively. Cash Held in Trust Account As of March 31, 2022, and December 31, 2021, the Company had $175,964,610 and $175,950,894, respectively, in cash held in the Trust Account which invests only in direct U.S. government treasury obligations. Share-based Compensation The transfer of the Founder Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon occurrence of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied by the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of March 31, 2022, the Company determined that a Business Combination is not considered probable and, therefore, no share-based compensation expense has been recognized. The fair value at the grant date of the 40,000 Founder Shares transferred to the Company’s directors was approximately $203,000 or $5.08 per share. Upon consummation of an initial business combination, the Company will recognize approximately $203,000 in compensation expense. Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 17,250,000 of the Company’s Class A ordinary shares in the calculation of diluted income per share. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. The Company applies the two-class non-redeemable The following table reflects the calculation of basic and diluted net income per ordinary share: For the three months period ended March 31, 2022 Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 6,128,774 $ 1,532,193 Denominator: Basic and diluted weighted average shares outstanding 17,250,000 4,312,500 Basic and diluted net income per ordinary share $ 0.36 $ 0.36 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Based on the Mexican tax regulations, specifically article 9, section II of the Federal Tax Code and articles 2 and 3 of the Mexican Income Tax Law, considering the Company’s current and expected presence in the country, it is potentially subject to Mexican income tax with respect to income derived from its activities. As part of the development of its operations in the country, the Company is in the process of registering with the Mexican tax authorities in order to comply with the respective tax obligations for conducting business in the country. Under current tax law, income generated by legal entities resident in Mexico is subject to tax at a rate of 30 percent and losses can be carried forward for a period of 10 years. The Company does not believe it has incurred any material Mexican income taxes or penalties for the period ended March 31, 2022. Warrant Liability The Company accounts for warrants based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash 1 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’ own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the condensed consolidated statements of operations. Offering costs associated with the Class A ordinary shares issued were charged to temporary equity and warrants upon the completion of the Initial Public Offering. Offering costs amounting to $9,855,931 were charged to shareholders’ equity upon the completion of the Initial Public Offering and $465,166 were expensed as of the date of the Initial Public Offering. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholder’s equity section of the Company’s balance sheet. Recently Issued Accounting Standards 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 recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | NOTE 4. INITIAL PUBLIC OFFERING On December 9, 2021, the Company sold 17,250,000 Units at $10.00 per Unit, generating gross proceeds of $172.5 million, and incurring offering costs of to $10,321,097, consisting of $3,450,000 of underwriting fees, $6,037,500 of deferred underwriting fees and $833,597 of other offering costs. Each Unit consists of one share of the Company’s Class A ordinary shares, par value $0.0001 per share, and one-half 8 |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Private Placement | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor has purchased 8,950,000 Private Placement Warrants at a price of $1.00 per warrant, generating total proceeds of $8,950,000 to the Company. Each Private Placement Warrant is identical to the warrants offered in the Initial Public Offering, except there will be no redemption rights or liquidating distributions from the trust account with respect to Private Placement Warrants when the price per share of Class A ordinary shares equals or exceeds $18.00, which will expire worthless if we do not consummate a Business Combination within the Combination Period. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On May 21, 2021, the Company issued an aggregate of 4,312,500 shares of Class B ordinary shares (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. The Founder Shares include an aggregate of up to 562,500 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Proposed Offering. As of March 31, 2022, all of the over-allotment units had been settled simultaneously with the close of the IPO. No Class B ordinary shares were forfeited or subject to forfeiture. Other than as described above, the Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading lock-up. Promissory Note — Related Party On May 21, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Proposed Offering pursuant to a promissory note (the “Note”). The Note is non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. The warrants will 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. The company has not drawn any balance as of March 31, 2022, and December 31, 2021. Administrative Support Agreement Commencing on the date of the prospectus and until completion of the Company’s initial business combination or liquidation, the Company may reimburse an affiliate of the Sponsor up to an amount of $10,000 per month for office space and secretarial and administrative support provided to members of the Company’s management team. Upon completion of the Business Combination or its liquidation, the Company will cease paying these monthly fees. |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | NOTE 7. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A ordinary shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter’s Agreement The Company granted the underwriter a 45-day The underwriter will be entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Proposed Offering, or $3,450,000 as the over-allotment option was exercised in full. In addition, the underwriter will be entitled to a deferred fee of three and half percent (3.50%) of the gross proceeds of the Proposed Offering, or $6,037,500 as the over-allotment option was exercised in full. The deferred fee will become payable to the underwriter 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. |
Warrant Liability
Warrant Liability | 3 Months Ended |
Mar. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant Liability | NOTE 8. WARRANT LIABILITY The Company accounted for the 17,575,000 warrants issued in connection with the Public Offering (8,625,000 Public Warrants and 8,950,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. re-measurement re-measurement, Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Proposed Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a 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. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Warrants for redemption: • 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, which we refer to as the 30-day • if, and only if, the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, 30-trading The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the Warrants become exercisable, the Company may redeem the Warrants for redemption: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive the number of shares determined by reference to the table set forth under “Description of Securities —Warrants —Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below); • if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, • if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common 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. 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 its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary shares (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 Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common 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 and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants included in the Units being sold in the Initial Public Offering, except that the Private Placement Warrants will not and the shares of common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable 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 will be non-redeemable |
Shareholders' Deficit
Shareholders' Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | NOTE 9. SHAREHOLDERS’ DEFICIT Preferred Shares — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred shares. As of March 31, 2022, and December 31, 2021, there were no preferred shares issued or outstanding. Class B Ordinary shares — The Company is authorized to issue up to 20,000,000 shares of Class B, $0.0001 par value ordinary shares. Holders of the Company’s ordinary shares are entitled to one vote for each share. At March 31, 2022 and December 31, 2021, there were 4,312,500 Class B ordinary shares issued and outstanding. The shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Business Combination on a one-for-one The Company may issue additional ordinary shares or preferred share to complete its Business Combination or under an employee incentive plan after completion of its Business Combination. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 3 Months Ended |
Mar. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | NOTE 10. 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 in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled table: in the following Gross Proceeds $ 172,500,000 Less: Proceeds Allocated to Public Warrants Classified as Equity (7,115,625 ) Class A ordinary shares issuance costs (9,855,931 ) Add: Remeasurement of carrying value to redemption value 20,421,556 Class A ordinary shares subject to possible redemption $ 175,950,000 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 11. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following table presents information about the Company’s assets and liabilities that are measured at fair value as of March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2022 December 31, 2021 Assets: Investments held in Trust Account(1) 1 $ 175,964,610 $ 175,950,894 Liabilities: Warrant liability—Public Warrants (2) 1 $ 1,983,750 $ 5,916,750 Warrant liability—Private Placement Warrants (2) 2 $ 2,058,500 $ 6,139,700 (1) The fair value of the investments held in Trust Account approximates the carrying amount primarily due to the short-term nature. (2) Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement during the period ended March 31, 2022 when the Public Warrants were separately listed and traded in an active market. The estimated fair value of the Private Warrants was transferred from a Level 3 measurement to a Level 2 measurement during the period ended March 31, 2022, as the key inputs to the valuation model became directly or indirectly observable from the Public Warrants listed price. Warrants The Warrants are accounted for as liabilities in accordance with ASC 815-40 Initial Measurement The Warrants were valued using a Monte Carlo simulation model-based approach, which is considered to be a Level 3 fair value measurement. The Monte Carlo simulation model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the ordinary shares. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank- check’ companies without an identified target. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: December 9, 2021 (Initial Inputs Measurement) Risk-free interest rate 1.26 % Expected term (years) 5.0 Expected volatility 15.0 % Exercise price $ 11.50 Stock price $ 9.59 The Company’s use of a Monte Carlo simulation model required the use of subjective assumptions: • The risk-free interest rate assumption was based on the five-year U.S. Treasury rate, which was commensurate with the contractual term of the Warrants, which expire on the earlier of (i) five years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. • The expected term was determined to be five years, in-line • The expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of business combinations by similar special purpose acquisition companies. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. • The fair value of the Units, which each consist of one Class A ordinary share and one-half Subsequent Measurement The subsequent measurement of the Public Warrants as of March 31, 2022, are classified as Level 1 due to the use of an observable market quote in an active market under the ticker APXIW. The warrants are measured at fair value on a recurring basis. At the subsequent measurement date of March 31, 2022, the Private Placement Warrants were fair valued using the Monte Carlo Simulation Method. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at subsequent measurement: Inputs March 31, 2022 Risk-free interest rate 2.44 % Expected term (years) 5.00 Expected volatility 4.17 % Exercise price $ 11.50 Stock price $ 10.00 As of March 31, 2022 the aggregate values of the Public Warrants and Private Placement Warrants were $1,983,750 and $2,058,500, respectively. The following table presents the changes in the fair value of Level 2 Private Placement Fair value as of December 31, 2021 (1) $ 6,139,700 Change in valuation inputs or other assumptions (4,081,200 ) Fair value as of March 31, 2022 $ 2,058,500 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12. SUBSEQUENT EVENTS The Company evaluated events that have occurred after the balance sheet date up through the date the financial statement was issued. Based upon the review, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 $792,547 and $953,432 in cash and none in cash equivalents as of March 31, 2022, and December 31, 2021, respectively. |
Cash Held in Trust Account | Cash Held in Trust Account As of March 31, 2022, and December 31, 2021, the Company had $175,964,610 and $175,950,894, respectively, in cash held in the Trust Account which invests only in direct U.S. government treasury obligations. |
Share-based Compensation | Share-based Compensation The transfer of the Founder Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon occurrence of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied by the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of March 31, 2022, the Company determined that a Business Combination is not considered probable and, therefore, no share-based compensation expense has been recognized. The fair value at the grant date of the 40,000 Founder Shares transferred to the Company’s directors was approximately $203,000 or $5.08 per share. Upon consummation of an initial business combination, the Company will recognize approximately $203,000 in compensation expense. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 17,250,000 of the Company’s Class A ordinary shares in the calculation of diluted income per share. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. The Company applies the two-class non-redeemable The following table reflects the calculation of basic and diluted net income per ordinary share: For the three months period ended March 31, 2022 Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 6,128,774 $ 1,532,193 Denominator: Basic and diluted weighted average shares outstanding 17,250,000 4,312,500 Basic and diluted net income per ordinary share $ 0.36 $ 0.36 |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Based on the Mexican tax regulations, specifically article 9, section II of the Federal Tax Code and articles 2 and 3 of the Mexican Income Tax Law, considering the Company’s current and expected presence in the country, it is potentially subject to Mexican income tax with respect to income derived from its activities. As part of the development of its operations in the country, the Company is in the process of registering with the Mexican tax authorities in order to comply with the respective tax obligations for conducting business in the country. Under current tax law, income generated by legal entities resident in Mexico is subject to tax at a rate of 30 percent and losses can be carried forward for a period of 10 years. The Company does not believe it has incurred any material Mexican income taxes or penalties for the period ended March 31, 2022. |
Warrant Liability | Warrant Liability The Company accounts for warrants based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash 1 |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’ own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the condensed consolidated statements of operations. Offering costs associated with the Class A ordinary shares issued were charged to temporary equity and warrants upon the completion of the Initial Public Offering. Offering costs amounting to $9,855,931 were charged to shareholders’ equity upon the completion of the Initial Public Offering and $465,166 were expensed as of the date of the Initial Public Offering. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholder’s equity section of the Company’s balance sheet. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards 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 recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Prior Period Adjustment [Abstract] | |
Summary of Impact of the Restatement | As of March 31, 2022 As Reported Adjustment As Restated Balance Sheet Class A ordinary shares subject to possible redemption $ 172,500,000 $ 3,450,000 $ 175,950,000 Accumulated deficit (6,064,557 ) (3,450,000 ) (9,514,557 ) Total Shareholders’ Deficit $ (6,064,126 ) $ (3,450,000 ) $ (9,514,126 ) S tatement of Changes in Shareholders’ Deficit Accumulated deficit $ (6,064,557 ) $ (3,450,000 ) $ (9,514,557 ) Total Shareholders’ Deficit $ (6,064,126 ) $ (3,450,000 ) $ (9,514,126 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Basic and Diluted Net Income Loss Per Common Share | The following table reflects the calculation of basic and diluted net income per ordinary share: For the three months period ended March 31, 2022 Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 6,128,774 $ 1,532,193 Denominator: Basic and diluted weighted average shares outstanding 17,250,000 4,312,500 Basic and diluted net income per ordinary share $ 0.36 $ 0.36 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Class A Ordinary Shares Subject to possible Redemption | At March 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled table: in the following Gross Proceeds $ 172,500,000 Less: Proceeds Allocated to Public Warrants Classified as Equity (7,115,625 ) Class A ordinary shares issuance costs (9,855,931 ) Add: Remeasurement of carrying value to redemption value 20,421,556 Class A ordinary shares subject to possible redemption $ 175,950,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value as of March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2022 December 31, 2021 Assets: Investments held in Trust Account(1) 1 $ 175,964,610 $ 175,950,894 Liabilities: Warrant liability—Public Warrants (2) 1 $ 1,983,750 $ 5,916,750 Warrant liability—Private Placement Warrants (2) 2 $ 2,058,500 $ 6,139,700 (1) The fair value of the investments held in Trust Account approximates the carrying amount primarily due to the short-term nature. (2) Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement during the period ended March 31, 2022 when the Public Warrants were separately listed and traded in an active market. The estimated fair value of the Private Warrants was transferred from a Level 3 measurement to a Level 2 measurement during the period ended March 31, 2022, as the key inputs to the valuation model became directly or indirectly observable from the Public Warrants listed price. |
Summary of Fair Value Measurements Inputs | The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: December 9, 2021 (Initial Inputs Measurement) Risk-free interest rate 1.26 % Expected term (years) 5.0 Expected volatility 15.0 % Exercise price $ 11.50 Stock price $ 9.59 The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at subsequent measurement: Inputs March 31, 2022 Risk-free interest rate 2.44 % Expected term (years) 5.00 Expected volatility 4.17 % Exercise price $ 11.50 Stock price $ 10.00 |
Summary of Changes in the Fair Value of Level 3 Warrant Liabilities | The following table presents the changes in the fair value of Level 2 Private Placement Fair value as of December 31, 2021 (1) $ 6,139,700 Change in valuation inputs or other assumptions (4,081,200 ) Fair value as of March 31, 2022 $ 2,058,500 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations. |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Dec. 09, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Per share value of restricted asset | $ 10.2 | ||
Transaction cost | $ 10,321,097 | $ 9,855,931 | |
Underwriting expense paid | 3,450,000 | ||
Deferred underwriting fee payable noncurrent | 6,037,500 | 6,037,500 | $ 6,037,500 |
Offering cost | $ 833,597 | ||
Restricted investments term | 185 days | ||
Dissolution expense | 100,000 | ||
Cash | 792,547 | $ 953,432 | |
Working capital (deficit) | 451,014 | ||
Cash held outside trust account | $ 1,295,936 | ||
Operating cash | 792,547 | ||
Working capital loan | $ 451,014 | ||
Sponsor [Member] | |||
Minimum public share price due to reductions in the value of the trust assets less taxes payable | $ 10.2 | ||
Due from related parties | $ 25,000 | ||
Sponsor [Member] | Working Capital Loan [Member] | |||
Due to related parties current | $ 0 | ||
Minimum [Member] | |||
Percentage of fair market value of target business to asset held in trust account | 80% | ||
Percentage of redeeming shares of public shares without the company's prior written consent | 15% | ||
Minimum [Member] | Post Business Combination [Member] | |||
Percentage of voting interests acquired | 50% | ||
Private Placement Warrants [Member] | |||
Class of warrants and rights issued during the period | 8,950,000 | ||
Number of securities called by each warrant or right | 11.5 | ||
Class of warrants and rights issued, price per warrant | $ 1 | ||
Proceeds from issuance of private placement | $ 8,950,000 | ||
IPO [Member] | |||
Number of shares issued in transaction | 17,250,000 | ||
Share price | $ 10 | ||
Proceeds from issuance initial public offering | $ 172,500,000 | ||
Transaction cost | 10,321,097 | ||
Underwriting expense paid | 3,450,000 | ||
Deferred underwriting fee payable noncurrent | 6,037,500 | ||
Offering cost | 833,597 | ||
Payment to acquire restricted investments | $ 175,950,000 | ||
Common Class A [Member] | IPO [Member] | |||
Number of shares issued in transaction | 17,250,000 | ||
Share price | $ 10 | ||
Proceeds from issuance initial public offering | $ 172,500,000 | ||
Number of securities called by each warrant or right | 1 | ||
Public shares [Member] | |||
Share price | $ 10.2 | ||
Public shares [Member] | IPO [Member] | |||
Share price | $ 10.2 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Summary of Impact of the Restatement (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Changes And Error Corrections [Line Items] | ||
Class A ordinary shares subject to possible redemption | $ 175,950,000 | $ 175,950,000 |
Accumulated Deficit | (9,514,557) | (17,175,524) |
Accumulated deficit | (9,514,557) | |
Total Shareholders' Deficit | (9,514,126) | $ (17,175,093) |
As Reported | ||
Accounting Changes And Error Corrections [Line Items] | ||
Class A ordinary shares subject to possible redemption | 172,500,000 | |
Accumulated Deficit | (6,064,557) | |
Accumulated deficit | (6,064,557) | |
Total Shareholders' Deficit | (6,064,126) | |
Adjustment | ||
Accounting Changes And Error Corrections [Line Items] | ||
Class A ordinary shares subject to possible redemption | 3,450,000 | |
Accumulated Deficit | (3,450,000) | |
Accumulated deficit | (3,450,000) | |
Total Shareholders' Deficit | $ (3,450,000) |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements – Additional Information (Detail) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Temporary Equity, Redemption Price Per Share | $ 10.2 | |
Common Class A [Member] | ||
Temporary Equity, Redemption Price Per Share | 10.2 | $ 10.2 |
Previously Reported [Member] | Common Class A [Member] | ||
Temporary Equity, Redemption Price Per Share | $ 10 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income Loss Per Common Share (Detail) | 3 Months Ended |
Mar. 31, 2022 USD ($) $ / shares shares | |
Basic and diluted net income per ordinary share | |
Allocation of net income | $ | $ 7,660,967 |
Weighted average number of shares outstanding diluted | 17,250,000 |
Common Class A [Member] | |
Basic and diluted net income per ordinary share | |
Allocation of net income | $ | $ 6,128,774 |
Weighted average number of shares outstanding, basic | 17,250,000 |
Earnings per share, basic | $ / shares | $ 0.36 |
Weighted average number of shares outstanding diluted | 17,250,000 |
Earnings per share, diluted | $ / shares | $ 0.36 |
Common Class B [Member] | |
Basic and diluted net income per ordinary share | |
Allocation of net income | $ | $ 1,532,193 |
Weighted average number of shares outstanding, basic | 4,312,500 |
Earnings per share, basic | $ / shares | $ 0.36 |
Weighted average number of shares outstanding diluted | 4,312,500 |
Earnings per share, diluted | $ / shares | $ 0.36 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Dec. 09, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Cash | $ 792,547 | $ 953,432 | |
Cash equivalents at carrying value | 0 | 0 | |
Cash held in the trust account | $ 175,964,610 | $ 175,950,894 | |
Weighted average number of shares outstanding diluted | 17,250,000 | ||
Unrecognized tax benefits | $ 0 | ||
Accrued for interest and penalties | 0 | ||
FDIC Insured Amount | 250,000 | ||
Transaction cost | $ 10,321,097 | 9,855,931 | |
Other Offering Cost | 465,166 | ||
Share-based Compensation expense | $ 0 | ||
Consummation of an Initial Business Combination Event [Member] | Board of Directors [Member] | |||
Stock options shares granted | 40,000 | ||
Stock options fair value | $ 203,000 | ||
Grant date fair value per share | $ 5.08 | ||
Compensation expense | $ 203,000 |
Initial Public Offering -Additi
Initial Public Offering -Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Dec. 09, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Transaction cost | $ 10,321,097 | $ 9,855,931 | |
Underwriting expense paid | 3,450,000 | ||
Deferred underwriting fee payable noncurrent | 6,037,500 | $ 6,037,500 | $ 6,037,500 |
Offering cost | $ 833,597 | ||
IPO [Member] | |||
Number of Shares Issued in Transaction | 17,250,000 | ||
Share price | $ 10 | ||
Proceeds from issuance initial public offering | $ 172,500,000 | ||
Transaction cost | 10,321,097 | ||
Underwriting expense paid | 3,450,000 | ||
Deferred underwriting fee payable noncurrent | 6,037,500 | ||
Offering cost | $ 833,597 | ||
Common Class A [Member] | IPO [Member] | |||
Number of Shares Issued in Transaction | 17,250,000 | ||
Share price | $ 10 | ||
Proceeds from issuance initial public offering | $ 172,500,000 | ||
Shares issuable | 1 | ||
Shares Issued, Price Per Share | $ 0.0001 | ||
Common Class A [Member] | Public Warrants [Member] | IPO [Member] | |||
Stock Conversion Basis | one-half of one redeemable warrant | ||
Exercise price of warrants or rights | $ 11.5 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Dec. 09, 2021 | Mar. 31, 2022 |
Common Class A [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | ||
Share price | $ 18 | |
Private Placement Warrants [Member] | ||
Class of warrants and rights issued during the period | 8,950,000 | |
Class of warrants and rights issued, price per warrant | $ 1 | |
Proceeds from private placement | $ 8,950,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | |
May 21, 2021 | Mar. 31, 2022 | |
Working Capital Loan [Member] | ||
Debt instrument convertible into warrants | $ 1,500,000 | |
Debt instrument conversion price | $ 1 | |
Founder Shares [Member] | ||
Common stock threshold percentage on conversion of shares | 20% | |
Sponsor [Member] | Office Space, Administrative and Support Services [Member] | ||
Related party transaction amounts of transaction | $ 10,000 | |
Sponsor [Member] | Promissory Note [Member] | ||
Debt instrument face amount | $ 300,000 | |
Debt instrument maturity date | May 01, 2022 | |
Debt instrument interest rate | 0% | |
Sponsor [Member] | Founder Shares [Member] | ||
Shares issued shares share-based payment arrangement forfeited | 562,500 | |
Common stock threshold percentage on conversion of shares | 20% | |
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member] | ||
Stock issued during period shares issued for services | 4,312,500 | |
Stock issued during period value issued for services | $ 25,000 | |
Shares issued shares share-based payment arrangement forfeited | 0 | |
Common Class A [Member] | Sponsor [Member] | Share Price More Than Or Equals To USD Twelve [Member] | ||
Share transfer trigger price per share | $ 12 | |
Number of consecutive trading days for determining share price | 20 days | |
Number of trading days for determining share price | 30 days | |
Threshold number of trading days for determining share price from date of business combination | 120 days |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Dec. 09, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Underwriting expense paid | $ 3,450,000 | ||
Deferred underwriting fee payable noncurrent | $ 6,037,500 | $ 6,037,500 | $ 6,037,500 |
Over-Allotment Option [Member] | |||
Over allotment option period | 45 days | ||
Stock issued during period shares | 2,250,000 | ||
Underwriter cash discount | 2% | ||
Underwriting expense paid | $ 3,450,000 | ||
Percentage of deferred underwriting commission | 3.50% | ||
Deferred underwriting fee payable noncurrent | $ 6,037,500 |
Warrant Liability - Additional
Warrant Liability - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Number of warrants or rights outstanding | shares | 17,575,000 |
Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | |
Class of Warrant or Right [Line Items] | |
Share redemption trigger price | $ 18 |
Class of warrant or right exercise price adjustment percentage higher of market value | 180% |
Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | Common Class A [Member] | |
Class of Warrant or Right [Line Items] | |
Share price | $ 18 |
Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | Common Class A [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Share price | $ 18 |
Share Price Equal or Less Nine point Two Rupees per dollar [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right exercise price adjustment percentage higher of market value | 115% |
Share Price Equal or Less Nine point Two Rupees per dollar [Member] | Common Class A [Member] | |
Class of Warrant or Right [Line Items] | |
Share redemption trigger price | $ 9.2 |
Minimum Percentage Gross Proceeds Required From Issuance Of Equity | 60% |
Class of warrant or right minimum notice period for redemption | 20 days |
Class of warrant or right exercise price of warrants or rights | $ 9.2 |
Share Price Equal or Exceeds Ten point Zero Rupees per dollar [Member] | Common Class A [Member] | |
Class of Warrant or Right [Line Items] | |
Share price | $ 10 |
Public Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of warrants or rights outstanding | shares | 8,625,000 |
Warrants exercisable term from the date of completion of business combination | 30 days |
Warrants exercisable term from the closing of IPO | 12 months |
Minimum lock in period for sec registration from date of business combination | 15 days |
Private Placement Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of warrants or rights outstanding | shares | 8,950,000 |
Redemption Of Warrants [Member] | Common Class A [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrants redemption notice period | 30 days |
Class of warrants redemption period | 30 days |
Redemption Of Warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | Common Class A [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrants redemption price per unit | $ 0.01 |
Class of warrants redemption period | 30 days |
Share price | $ 18 |
Redemption Of Warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | Common Class A [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Number of consecutive trading days for determining share price | 20 days |
Redemption Of Warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | Common Class A [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Number of consecutive trading days for determining share price | 30 days |
Redemption Of Warrants [Member] | Share Price Equal or Exceeds Ten point Zero Rupees per dollar [Member] | Common Class A [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrants redemption price per unit | $ 0.1 |
Class of warrants redemption notice period | 30 days |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Founder Shares [Member] | ||
Common stock threshold percentage on conversion of shares | 20% | |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 20,000,000 | 20,000,000 |
Common stock shares issued | 4,312,500 | 4,312,500 |
Common stock shares outstanding | 4,312,500 | 4,312,500 |
Common stock, voting rights | one vote |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption - Summary of Class A Ordinary Shares Subject to Possible Redemption (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||
Proceeds Allocated to Public Warrants Classified as Equity | $ (8,014,200) | |
Class A ordinary shares subject to possible redemption | 175,950,000 | $ 175,950,000 |
Class A Ordinary Shares Subject to Possible Redemption [Member] | ||
Temporary Equity [Line Items] | ||
Gross Proceeds | 172,500,000 | |
Proceeds Allocated to Public Warrants Classified as Equity | (7,115,625) | |
Class A ordinary shares issuance costs | (9,855,931) | |
Re-measurement of carrying value to redemption value | 20,421,556 | |
Class A ordinary shares subject to possible redemption | $ 175,950,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments held in Trust Account | $ 175,964,610 | $ 175,950,894 | |
Warrant liability | 4,042,250 | 12,056,450 | |
Public Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 1,983,750 | ||
Private Placement Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 2,058,500 | ||
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments held in Trust Account | [1] | 175,964,610 | 175,950,894 |
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | [2] | 1,983,750 | 5,916,750 |
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | [2] | $ 2,058,500 | $ 6,139,700 |
[1]The fair value of the investments held in Trust Account approximates the carrying amount primarily due to the short-term nature.[2]Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement during the period ended March 31, 2022 when the Public Warrants were separately listed and traded in an active market. The estimated fair value of the Private Warrants was transferred from a Level 3 measurement to a Level 2 measurement during the period ended March 31, 2022, as the key inputs to the valuation model became directly or indirectly observable from the Public Warrants listed price. |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Measurements Inputs (Detail) | Mar. 31, 2022 yr | Dec. 09, 2021 yr |
Risk-free interest rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.0244 | 0.0126 |
Expected term (years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 5 | 5 |
Expected volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.0417 | 0.15 |
Exercise price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.5 | 11.5 |
Stock price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 10 | 9.59 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Changes in the Fair Value of Level 3 Warrant Liabilities (Detail) - Fair Value, Inputs, Level 3 [Member] - Private Placement Warrants [Member] | 3 Months Ended | |
Mar. 31, 2022 USD ($) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value as of December 31, 2021 | $ 6,139,700 | [1] |
Change in valuation inputs or other assumptions | (4,081,200) | |
Fair value as of March 31, 2022 | $ 2,058,500 | |
[1]Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants or rights outstanding | $ 4,042,250 | $ 12,056,450 |
Public Warrants [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants or rights outstanding | 1,983,750 | |
Private Placement Warrants [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants or rights outstanding | $ 2,058,500 |