Cover
Cover - USD ($) | 8 Months Ended | |
Dec. 31, 2021 | Feb. 25, 2022 | |
Document Information [Line Items] | ||
Entity Registrant Name | ENTERPRISE 4.0 TECHNOLOGY ACQUISITION CORP. | |
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Entity Central Index Key | 0001870925 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-40918 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 630 Ramona St | |
Entity Address, City or Town | Palo Alto | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | 94301 | |
City Area Code | (619) | |
Local Phone Number | 736-6855 | |
Entity Interactive Data Current | Yes | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Public Float | $ 303,930,000 | |
ICFR Auditor Attestation Flag | false | |
Auditor Name | WithumSmith+Brown, PC | |
Auditor Firm ID | 100 | |
Auditor Location | New York, New York | |
Class A Ordinary Shares [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | ENTF | |
Title of 12(b) Security | Class A Ordinary Shares, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 30,700,000 | |
Class B Ordinary Shares [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,500,000 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | ENTFU | |
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | ENTFW | |
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share | |
Security Exchange Name | NASDAQ |
Balance Sheet
Balance Sheet | Dec. 31, 2021USD ($) |
ASSETS | |
Cash | $ 637,566 |
Prepaid expenses and other current asset | 360,072 |
Total Current Assets | 997,638 |
Long-Term portion of Prepaid Insurance | 281,250 |
Investment held in Trust Account | 306,017,160 |
TOTAL ASSETS | 307,296,048 |
Current Liabilities | |
Total Current Liabilities | 102,703 |
Accrued expenses | 102,703 |
Sponsor Loan | 6,220,000 |
Deferred Under writing Fee Payable | 11,280,000 |
TOTAL LIABILITIES | 17,602,703 |
Commitments | |
Class A ordinary shares subject to redemption; 30,000,000 shares issued and outstanding at $10.20 redemption value | 306,000,000 |
Shareholders' Deficit | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 0 |
Accumulated deficit | (16,307,475) |
Total Shareholders' Deficit | (16,306,655) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | 307,296,048 |
Class A Ordinary Shares | |
Current Liabilities | |
Class A ordinary shares subject to redemption; 30,000,000 shares issued and outstanding at $10.20 redemption value | 306,000,000 |
Shareholders' Deficit | |
Ordinary shares value | 70 |
Class B Ordinary Shares | |
Shareholders' Deficit | |
Ordinary shares value | $ 750 |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2021$ / sharesshares |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A Ordinary Shares | |
Ordinary stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary stock, shares authorized | 500,000,000 |
Ordinary stock, shares issued | 700,000 |
Ordinary stock, shares outstanding | 700,000 |
Temporary Equity, Shares Issued | 30,000,000 |
Temporary Equity, Shares Outstanding | 30,000,000 |
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10.20 |
Class B Ordinary Shares | |
Ordinary stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary stock, shares authorized | 50,000,000 |
Ordinary stock, shares issued | 7,500,000 |
Ordinary stock, shares outstanding | 7,500,000 |
Preferred Stock [Member] | |
Temporary Equity, Shares Outstanding | 30,000,000 |
Statement of Operations
Statement of Operations | 8 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Formation and operating costs | $ 270,358 |
Loss from operations | 270,358 |
Other income: | |
Interest earned on Investments held in Trust Account | 17,160 |
Net loss | $ (253,198) |
Common Class A [Member] | |
Other income: | |
Weighted average shares outstanding of redeemable ordinary shares | shares | 9,133,884 |
Basic and diluted net loss per share | $ / shares | $ (0.02) |
Common Class B [Member] | |
Other income: | |
Weighted average shares outstanding of redeemable ordinary shares | shares | 6,815,083 |
Basic and diluted net loss per share | $ / shares | $ (0.02) |
Statement of Changes in Shareho
Statement of Changes in Shareholder's Deficit - 8 months ended Dec. 31, 2021 - USD ($) | Total | Class A Ordinary Shares | Ordinary SharesClass A Ordinary Shares | Ordinary SharesClass B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit |
Balance at May. 02, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance (in Shares) at May. 02, 2021 | 0 | 0 | ||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | $ 750 | 24,250 | |||
Issuance of Class B ordinary shares to Sponsor (Shares) | 15,700,000 | 7,503,750 | ||||
Sale of 700,000 Private Placement Units | 7,000,000 | $ 70 | 6,999,930 | |||
Sale of 700,000 Private Placement Units (Shares) | 700,000 | 700,000 | ||||
Forfeiture of Founder Shares | 3,750 | |||||
FV of Public Warrants | 12,450,000 | 12,450,000 | ||||
Accretion of Class A Ordinary Shares Subject to Redemption | (35,528,457) | $ (35,528,457) | (19,474,180) | (16,054,277) | ||
Net loss | (253,198) | (253,198) | ||||
Balance at Dec. 31, 2021 | $ (16,306,655) | $ 70 | $ 750 | $ 0 | $ (16,307,475) | |
Balance (in Shares) at Dec. 31, 2021 | 700,000 | 7,500,000 |
Statement of Changes in Share_2
Statement of Changes in Shareholder's Deficit (Parenthetical) | 8 Months Ended |
Dec. 31, 2021shares | |
Common Class A [Member] | |
Sale of 700,000 Private Placement Units (Shares) | 700,000 |
Statement of Cash Flows
Statement of Cash Flows | 8 Months Ended |
Dec. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (253,198) |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | |
Interest earned on investments held in Trust Account | (17,160) |
Changes in operating assets and liabilities: | |
Prepaid expenses and other current asset | (668,122) |
Accrued expenses | 102,703 |
Net cash used in operating activities | (835,777) |
Cash Flows From Investing Activities: | |
Investment of cash in Trust Account | (306,000,000) |
Net cash used in investing activities | (306,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B ordinary shares to the Sponsor | 25,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 294,780,000 |
Proceeds from sale of Private Placement Units | 7,000,000 |
Proceeds From Issuance Of Sponsor Loan | 6,220,000 |
Proceeds from promissory note – related party | 175,000 |
Repayment of promissory note – related party | (175,000) |
Payments of offering costs | (551,657) |
Net cash provided by financing activities | 307,473,343 |
Net Change in Cash | 637,566 |
Cash – Beginning | 0 |
Cash – Ending | 637,566 |
Non-Cash Investing and Financing Activities: | |
Offering costs included in accrued offering costs | 26,800 |
Accretion of Class A Ordinary Shares Subject to Redemption | 35,528,457 |
Deferred underwriting fee payable | $ 11,280,000 |
Description of Organization and
Description of Organization and Business Operations | 8 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Enterprise 4.0 Technology Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on May 3, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of completing a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from May 3, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the Initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering became effective on October 18, 2021. On October 21, 2021, the Company consummated the Initial Public Offering of 30,000,000 Class A ordinary shares (the “Public Shares”), which includes the partial exercise by the underwriter of its over-allotment option in the amount of 3,900,000 Public Shares, at $10.00 per Public Share, generating gross proceeds of $300,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 700,000 units (the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement ENT4.0 Technology Sponsor LLC (the “Sponsor”) and the representatives of the underwriters, generating gross proceeds of $7,000,000, which is described in Note 4. Transaction costs amounted to $17,078,457, consisting of $5,220,000 of cash Following the closing of the Initial Public Offering on October 21, 2021, an amount of $306,000,000 ($10.20 per Public Shares) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”), and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions 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, the sale of the Placement Units and Sponsor Loan proceeds, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the completion of the Business Combination (Initially anticipated to be $10.20 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001, either prior to or upon completion of the Business Combination, after payment of the deferred underwriting commission, and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), Placement Shares (as defined in Note 4), ordinary shares underlying the Sponsor Loan Units (as defined in Note 5), if any, and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a Proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s Initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-Initial per-share The Company will have until 18 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.20 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 8 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (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 of 2002, 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 the financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. 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 statement, 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 did not have any cash equivalents at December 31, 2021. Cash and Investments Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in Treasury bills, accounted for as held-to-maturity securities, and money market funds, which are invested primarily in U.S. Treasury securities and accounted for as treasury securities. 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 features redemption rights that is 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 is classified as shareholders’ deficit. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit 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. At December 31, 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (12,450,000 ) Class A ordinary shares issuance costs (17,078,457 ) Plus: Accretion of carrying value to redemption value 35,528,457 Class A ordinary shares subject to possible redemption $ 306,000,000 Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are 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 amounted to $17,078,457, which were charged to shareholders’ deficit upon the completion of the Initial Public Offering. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change for the next twelve months. Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 15,700,000 Class A ordinary shares in the aggregate. For the period ending December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary shares for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For The Period from May 3, 2021 December 31, 2021 Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (145,005 ) $ (108,193 ) Denominator: Basic and diluted weighted average shares outstanding 9,133,884 6,815,083 Basic and diluted net loss per ordinary share $ (0.02 ) $ (0.02 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation 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 accounts. Fair Value Measurement 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. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active Markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 ASU 2020-06 if-converted 2020-06 2020-06. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. |
Initial Public Offering
Initial Public Offering | 8 Months Ended |
Dec. 31, 2021 | |
Regulated Operations [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 3,900,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half |
Private Placement
Private Placement | 8 Months Ended |
Dec. 31, 2021 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and the representatives of the underwriters purchased an aggregate of 700,000 Private Placement Units (of which an aggregate of 600,000 Placement Units were purchased by the Sponsor and 100,000 Placement Units were purchased by the representatives of the underwriters) at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $7,000,000, in a private placement. Each Private Placement Unit consists of one share of Class A ordinary share (“Placement Share”) and one-half |
Related Party Transactions
Related Party Transactions | 8 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On July 9, 2021, the Sponsor purchased 7,187,500 of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate price of $25,000. In October 2021, the Company effected a 1.044 for 1 stock dividend for each Class B ordinary share outstanding, resulting in the Sponsor holding an aggregate of 7,503,750 founder shares. Due to the underwriter’s partial exercise of the over-allotment, 3,750 shares were forfeited resulting in the Sponsor holding an aggregate of 7,500,000 founder shares. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $ 12.00 sub-divisions, 20 30 150 Sponsor Loan The sponsor loaned the Company $6,220,000 (the “Sponsor Loan”) as of the closing date of the Initial Public Offering. The Sponsor Loan will bear no interest. The proceeds of the Sponsor Loan will be deposited into the trust account and be used to fund the redemption of the public shares (subject to the requirements of applicable law). The Sponsor Loan shall be repaid or converted into units (“Sponsor Loan Units”) at a conversion price of $10.00 per unit, at the discretion of the Sponsor, at any time up until the consummation of an initial business combination. The Sponsor Loan Units would be identical to the placement units sold in the Initial Public Offering. The Sponsor Loan is being extended in order to ensure that the amount in the trust account is $10.20 per public share. If the Company does not consummate an initial business combination and the Sponsor Loan has not been converted into Sponsor Loan Units by such time, the Company will not repay the sponsor loan and its proceeds will be distributed to the public shareholders. The Sponsor has waived any claims against the trust account in connection with the Sponsor Loan. As of December 31, 2021 there is $6,220,000 outstanding under the Sponsor Loan. Administrative Support Agreement The Company entered into an agreement, commencing on October 18, 2021 through the earlier of the Company’s completion of a Business Combination and its liquidation, to pay an affiliate of our Sponsor a total of $12,500 per month for office space, utilities and secretarial, and administrative support services. For the period from May 3, 2021 (inception) through December 31, 2021, the Company incurred and paid $25,000 in fees for these services, of which $12,500 is included in accrued expenses in the accompanying balance sheet. Promissory Note — Related Party On July 9, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. 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 Working Capital Loans would either be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of the lender, upon completion of the Initial business combination. As of December 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans. |
Commitments And Contingencies
Commitments And Contingencies | 8 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration and Shareholder Rights The holders of the founder shares, placement units (including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of working capital loans, and any Class A ordinary shares issuable upon the exercise of the placement warrants and any Class A ordinary shares and warrants (and underlying Class A ordinary shares) that may be issued upon conversion of the units issued as part of the working capital loans and Class A ordinary shares issuable upon conversion of the founder shares, are entitled to registration rights, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to the Company 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 our completion of our Initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. In addition, these holders will have “piggy back” registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggy back” registration rights after five (5) and seven (7) years after the effective date of the registration statement and may not exercise demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $5,220,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of (i) $0.35 per Unit of the gross proceeds of the Initial 26,100,000 Units sold in the Initial Public Offering, or $9,135,000, and (ii) $0.55 per Unit of the gross proceeds from the Units sold pursuant to the over-allotment option, or $2,145,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Shareholder's Equity
Shareholder's Equity | 8 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 7 — SHAREHOLDERS’ EQUITY Preference Shares Class A Ordinary Shares 30,000,000 Class B Ordinary Shares Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Placement Units issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Warrants
Warrants | 8 Months Ended |
Dec. 31, 2021 | |
Warrants [Abstract] | |
Warrants | NOTE 8 — WARRANTS Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of an Initial Business Combination, the Company will use its commercially reasonable best efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective within 60 days after the closing of Initial Business Combination and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects, it will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th Redemption of warrants. • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day If the Company calls the warrants for redemption as described above, its management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis”. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined above) by (y) the fair market value. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the forgoing conditions are satisfied and it issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her, or its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as discussed for the share sub-divisions, 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 a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants, Working Capital Warrants, and Warrants underlying the Sponsor Loan Units (“Sponsor Loan Warrants”) shall be identical to the Public Warrants, except that, the Private Placement Warrants, the Working Capital Warrants, and the Sponsor Loan Warrants may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination; provided, however, that the Private Placement Warrants, the Working Capital Warrants, and Sponsor Loan Warrants and any Ordinary Shares held by either the Sponsor or any officers or directors of the Company or any Permitted Transferees, as applicable. |
Fair Value Measurements
Fair Value Measurements | 8 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | NOTE 9 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity At December 31, 2021, assets held in the Trust Account were comprised of $484 in cash and $153,013,893 in U.S. Treasury securities. During the year ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity Held-To-Maturity Level Amortized Gross Fair Value December 31, 2021 U.S. Treasury Securities (Mature on 1/20/2022) 1 $ 153,013,893 $ 2,577 $ 153,016,470 At December 31, 2021, assets held in the Trust Account were comprised of $153,002,783 in money market funds which are invested primarily in U.S. Treasury Securities. Through December 31, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 153,002,783 |
Subsequent Events
Subsequent Events | 8 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 8 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (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 of 2002, 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 the financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. 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 statement, 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 did not have any cash equivalents at December 31, 2021. |
Cash and Investments Held in Trust Account | Cash and Investments Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in Treasury bills, accounted for as held-to-maturity securities, and money market funds, which are invested primarily in U.S. Treasury securities and accounted for as treasury securities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance 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 features redemption rights that is 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 is classified as shareholders’ deficit. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit 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. At December 31, 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (12,450,000 ) Class A ordinary shares issuance costs (17,078,457 ) Plus: Accretion of carrying value to redemption value 35,528,457 Class A ordinary shares subject to possible redemption $ 306,000,000 |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are 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 amounted to $17,078,457, which were charged to shareholders’ deficit upon the completion of the Initial Public Offering. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change for the next twelve months. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 15,700,000 Class A ordinary shares in the aggregate. For the period ending December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary shares for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For The Period from May 3, 2021 December 31, 2021 Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (145,005 ) $ (108,193 ) Denominator: Basic and diluted weighted average shares outstanding 9,133,884 6,815,083 Basic and diluted net loss per ordinary share $ (0.02 ) $ (0.02 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation 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 accounts. |
Fair Value Measurement | Fair Value Measurement 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active Markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 ASU 2020-06 if-converted 2020-06 2020-06. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 8 Months Ended |
Dec. 31, 2021 | |
Temporary Equity [Abstract] | |
Temporary Equity | At December 31, 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (12,450,000 ) Class A ordinary shares issuance costs (17,078,457 ) Plus: Accretion of carrying value to redemption value 35,528,457 Class A ordinary shares subject to possible redemption $ 306,000,000 |
Summary of Stockholders Equity | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For The Period from May 3, 2021 December 31, 2021 Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (145,005 ) $ (108,193 ) Denominator: Basic and diluted weighted average shares outstanding 9,133,884 6,815,083 Basic and diluted net loss per ordinary share $ (0.02 ) $ (0.02 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 8 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity Held-To-Maturity Level Amortized Gross Fair Value December 31, 2021 U.S. Treasury Securities (Mature on 1/20/2022) 1 $ 153,013,893 $ 2,577 $ 153,016,470 The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 153,002,783 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) - USD ($) | Oct. 21, 2021 | Dec. 31, 2021 |
Description of Organization and Business Operations [Line Items] | ||
Gross proceeds | $ 7,000,000 | |
Placement units (in Shares) | 700,000 | |
Price per unit (in Dollars per share) | $ 10 | |
Transaction costs | $ 17,078,457 | |
Underwriting fees | 5,220,000 | |
Deferred underwriting fees | 11,280,000 | |
Other offering costs | 578,457 | |
Cash | $ 1,585,501 | $ 637,566 |
Initial public offering amount | $ 306,000,000 | |
Share price (in Dollars per share) | $ 10.20 | |
Maturity term | 185 days | |
Assets held in trust account rate | 80.00% | |
Net tangible assets | $ 5,000,001 | |
Public share percentage | 15.00% | |
Business combination redeem percentage | 100.00% | |
Business combination description | The Company will have until 18 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay winding up and dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | |
Public share description | In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.20 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. | |
Over-Allotment Option [Member] | ||
Description of Organization and Business Operations [Line Items] | ||
Public shares (in Shares) | 3,900,000 | |
Price per unit (in Dollars per share) | $ 10 | |
Gross proceeds | $ 300,000,000 | |
Proposed Public Offering [Member] | ||
Description of Organization and Business Operations [Line Items] | ||
Price per unit (in Dollars per share) | $ 10 | |
Public offering per unit (in Dollars per share) | $ 10.20 | |
Class A Ordinary Shares | ||
Description of Organization and Business Operations [Line Items] | ||
Public shares (in Shares) | 30,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 8 Months Ended |
Dec. 31, 2021USD ($)shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Federal depository insurance corporation coverage limit | $ 250,000 |
Transaction costs | $ 17,078,457 |
Class A Ordinary Shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Stock Issued During Period, Shares, Issued for Services | shares | 15,700,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Temporary Equity (Detail) | 8 Months Ended |
Dec. 31, 2021USD ($) | |
Class A ordinary shares issuance costs | $ 551,657 |
Accretion of carrying value to redemption value | 35,528,457 |
Class A ordinary shares subject to redemption; 30,000,000 shares issued and outstanding at $10.20 redemption value | 306,000,000 |
Class A Ordinary Shares | |
Gross proceeds | 300,000,000 |
Proceeds allocated to Public Warrants | (12,450,000) |
Class A ordinary shares issuance costs | 17,078,457 |
Accretion of carrying value to redemption value | 35,528,457 |
Class A ordinary shares subject to redemption; 30,000,000 shares issued and outstanding at $10.20 redemption value | $ 306,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary Of Stockholders Equity (Detail) | 8 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Class A Ordinary Shares | |
Numerator: | |
Allocation of net loss, as adjusted | $ | $ (145,005) |
Denominator | |
Basic and diluted weighted average shares outstanding | shares | 9,133,884 |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.02) |
Class B Ordinary Shares | |
Numerator: | |
Allocation of net loss, as adjusted | $ | $ (108,193) |
Denominator | |
Basic and diluted weighted average shares outstanding | shares | 6,815,083 |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.02) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) | Oct. 21, 2021$ / sharesshares |
Public Offering (Details) [Line Items] | |
Purchase price per unit | $ / shares | $ 10 |
IPO [Member] | |
Public Offering (Details) [Line Items] | |
Sale of stock | shares | 30,000,000 |
Over-Allotment Option [Member] | |
Public Offering (Details) [Line Items] | |
Sale of stock | shares | 3,900,000 |
Class A Ordinary Shares | |
Public Offering (Details) [Line Items] | |
Exercise price per share | $ / shares | $ 11.50 |
Private Placement - Additional
Private Placement - Additional Information (Details) | 8 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Purchase of warrants | 100,000 |
Aggregate of placement units | 600,000 |
Warrant price per share (in Dollars per share) | $ / shares | $ 10 |
Aggregate purchase price (in Dollars) | $ | $ 7,000,000 |
Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Purchase of warrants | 700,000 |
Class A Ordinary Shares | |
Private Placement (Details) [Line Items] | |
Warrant price per share (in Dollars per share) | $ / shares | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Jul. 09, 2021 | Jul. 09, 2021 | Oct. 18, 2021 | Dec. 31, 2021 | Oct. 22, 2021 | Oct. 21, 2021 |
Related Party Transactions (Details) [Line Items] | ||||||
Founder shares description | On July 9, 2021, the Sponsor purchased 7,187,500 of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate price of $25,000. In October 2021, the Company effected a 1.044 for 1 stock dividend for each Class B ordinary share outstanding, resulting in the Sponsor holding an aggregate of 7,503,750 founder shares. | |||||
Business combination description | The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. | |||||
Sponser agreed loan amount | $ 6,220,000 | |||||
Conversion price per unit (in Dollars per share) | $ 10 | |||||
Trust account public per share (in Dollars per share) | $ 10.20 | |||||
Outstanding sponser loan | $ 6,220,000 | |||||
Paid to office space | $ 12,500 | |||||
Aggregate principal amount | $ 300,000 | |||||
Outstanding under promissory note | $ 175,000 | |||||
Working capital loans | $ 1,500,000 | |||||
Unit per share (in Dollars per share) | $ 10 | |||||
Number Of Founder Shares Forfeited | 3,750 | |||||
Number Of Founder Shares Outstanding | 7,500,000 | |||||
Related Party, Expenses | $ 25,000 | |||||
Related Party Accrued expenses | $ 12,500 |
Commitments - Additional Inform
Commitments - Additional Information (Details) | 8 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
Commitments (Details) [Line Items] | |
Underwriting discount (in Dollars per share) | $ / shares | $ 0.20 |
Underwriting discount aggregate (in Dollars) | $ | $ 5,220,000 |
Over-Allotment Option [Member] | |
Commitments (Details) [Line Items] | |
Description of gross proceeds | In addition, the underwriters are entitled to a deferred fee of (i) $0.35 per Unit of the gross proceeds of the Initial 26,100,000 Units sold in the Initial Public Offering, or $9,135,000, and (ii) $0.55 per Unit of the gross proceeds from the Units sold pursuant to the over-allotment option, or $2,145,000. |
Shareholder's Equity - Addition
Shareholder's Equity - Additional Information (Details) | Dec. 31, 2021$ / sharesshares |
Stockholder's Equity (Details) [Line Items] | |
Preference Shares authorized (in Shares) | 5,000,000 |
Preference Shares par value | $ / shares | $ 0.0001 |
Preference shares issued (in Shares) | 0 |
Preference shares outstanding (in Shares) | 0 |
Preference Shares [Member] | |
Stockholder's Equity (Details) [Line Items] | |
Preference Shares authorized (in Shares) | 5,000,000 |
Preference Shares par value | $ / shares | $ 0.0001 |
Preference shares issued (in Shares) | 0 |
Preference shares outstanding (in Shares) | 0 |
Class A Ordinary Shares [Member] | |
Stockholder's Equity (Details) [Line Items] | |
Ordinary Shares authorized (in Shares) | 500,000,000 |
Ordinary Shares par value | $ / shares | $ 0.0001 |
Ordinary shares issued (in Shares) | 700,000 |
Ordinary shares outstanding (in Shares) | 700,000 |
Temporary Equity, Shares Issued | 30,000,000 |
Class A Ordinary Shares [Member] | Business Combination [Member] | |
Stockholder's Equity (Details) [Line Items] | |
Percentage of aggregate shares | 20.00% |
Class B Ordinary Shares [Member] | |
Stockholder's Equity (Details) [Line Items] | |
Ordinary Shares authorized (in Shares) | 50,000,000 |
Ordinary Shares par value | $ / shares | $ 0.0001 |
Ordinary shares issued (in Shares) | 7,500,000 |
Ordinary shares outstanding (in Shares) | 7,500,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | 8 Months Ended |
Dec. 31, 2021shares | |
Warrants [Abstract] | |
Warrants issued | 15,350,000 |
Warrants outstanding | 15,350,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Dec. 31, 2021USD ($) |
Cash [Member] | |
Assets Held-in-trust | $ 484 |
US Treasury Securities [Member] | |
Assets Held-in-trust | 153,013,893 |
Money Market Funds [Member] | |
Assets Held-in-trust | $ 153,002,783 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring and Nonrecurring Fair Value Measurement Inputs Disclosure (Details) - Fair Value, Recurring [Member] - US Treasury Securities [Member] - Fair Value, Inputs, Level 1 [Member] | Dec. 31, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | $ 153,013,893 |
Gross Holding Gain | 2,577 |
Fair Value | 153,016,470 |
Assets: | |
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 153,002,783 |