Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 11, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | CONSILIUM ACQUISITION CORP I, LTD. | |
Entity Central Index Key | 0001875493 | |
Entity File Number | 001-41219 | |
Current Fiscal Year End Date | --12-31 | |
Entity Tax Identification Number | 98-1602789 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, Address Line One | 2400 E. Commercial Boulevard | |
Entity Address, Address Line Two | Suite 900 | |
Entity Address, City or Town | Ft. Lauderdale | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33308 | |
City Area Code | 954 | |
Local Phone Number | 315-9381 | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | CSLM | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, one right and one-half of one redeemable warrant | |
Trading Symbol | CSLMU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | CSLMW | |
Security Exchange Name | NASDAQ | |
Rights [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Rights to acquire one-tenth of one Class A ordinary share | |
Trading Symbol | CSLMR | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 18,975,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,743,750 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 339,626 | $ 20 |
Prepaid expenses — current | 486,191 | |
Due from related party | 25,000 | |
Total Current Assets | 850,817 | 20 |
Non-current assets: | ||
Marketable securities held in trust account | 192,000,351 | |
Prepaid expenses — noncurrent | 256,545 | |
Deferred offering costs associated with the proposed public offering | 842,520 | |
Total Non-current Assets | 192,256,896 | 842,520 |
Total Assets | 193,107,713 | 842,540 |
Current liabilities: | ||
Accrued expenses | 265,177 | 49,174 |
Accrued offering costs | 279,678 | 690,626 |
Promissory note — related party | 126,894 | |
Total Current Liabilities | 544,855 | 866,694 |
Deferred underwriter fee payable | 6,641,250 | |
Total Liabilities | 7,186,105 | 866,694 |
Commitments and Contingencies | ||
Shareholder's Deficit: | ||
Preference shares, $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 24,526 | |
Accumulated deficit | (6,079,217) | (49,154) |
Total Shareholder's Deficit | (6,078,743) | (24,154) |
Total Liabilities and Shareholder's Deficit | 193,107,713 | 842,540 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 18,975,000 shares subject to redemption issued and outstanding | 192,000,351 | |
Shareholder's Deficit: | ||
Ordinary shares | 0 | 0 |
Common Class B [Member] | ||
Shareholder's Deficit: | ||
Ordinary shares | $ 474 | $ 474 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Temporary Equity, Shares Outstanding | 18,975,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Authorized | 500,000,000 | 500,000,000 |
Temporary Equity, Shares Issued | 18,975,000 | 0 |
Temporary Equity, Shares Outstanding | 18,975,000 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
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 | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 4,743,750 | 4,743,750 |
Common Stock, Shares, Outstanding | 4,743,750 | 4,743,750 |
Condensed Statement of Operatio
Condensed Statement of Operations - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | |
Insurance expense | $ 119,110 | $ 221,205 | |
Dues and subscriptions | 13,333 | 121,488 | |
Legal and accounting expenses | 255,027 | 289,191 | |
Bank fees | 5 | ||
Sponsor expenses | 20,685 | 20,685 | |
Formation costs | $ 47,345 | ||
Total operating expenses | 408,155 | 47,345 | 652,574 |
Operating loss | (408,155) | (47,345) | (652,574) |
Other income: | |||
Unrealized gain on marketable securities held in trust account | 293,206 | 352,851 | |
Net loss | $ (114,949) | $ (47,345) | $ (299,723) |
Common Class A [Member] | |||
Other income: | |||
Basic weighted average shares outstanding | 18,975,000 | 17,182,917 | |
Diluted weighted average shares outstanding | 18,975,000 | 17,182,917 | |
Basic net income (Loss) | $ 0 | $ 0.35 | |
Diluted net income (Loss) | $ 0 | $ 0.35 | |
Common Class B [Member] | |||
Other income: | |||
Basic weighted average shares outstanding | 4,473,750 | 4,125,000 | 4,743,750 |
Diluted weighted average shares outstanding | 4,473,750 | 4,125,000 | 4,743,750 |
Basic net income (Loss) | $ (0.02) | $ (0.01) | $ (1.33) |
Diluted net income (Loss) | $ (0.02) | $ (0.01) | $ (1.33) |
Condensed Statement of Changes
Condensed Statement of Changes in Shareholder's Deficit - USD ($) | Total | Additional paid-in capital | Accumulated deficit | Common Class A [Member] Common Stock [Member] | Common Class B [Member] Common Stock [Member] |
Balance Beginning, Shares at Apr. 12, 2021 | 0 | 0 | |||
Balance Beginning at Apr. 12, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Issuance of Class B ordinary shares to Sponsor | 25,000 | 24,526 | $ 474 | ||
Issuance of Class B ordinary shares to Sponsor, Shares | 4,743,750 | ||||
Net loss | (47,345) | (47,345) | |||
Balance Ending, Shares at Jun. 30, 2021 | 0 | 4,743,750 | |||
Balance Ending at Jun. 30, 2021 | (22,345) | 24,526 | (47,345) | $ 0 | $ 474 |
Balance Beginning, Shares at Dec. 31, 2021 | 0 | 4,743,750 | |||
Balance Beginning at Dec. 31, 2021 | (24,154) | 24,526 | (49,154) | $ 0 | $ 474 |
Issuance of Class A ordinary shares in IPO | 17,472,540 | 17,472,540 | $ 160,830,445 | ||
Issuance of Class A ordinary shares in IPO, Shares | 18,975,000 | ||||
Sale of private placement warrants | 7,942,500 | 7,942,500 | |||
Remeasurement of Class A ordinary shares subject to redemption to redemption value | (30,876,700) | (25,439,566) | (5,437,134) | $ 30,876,700 | |
Net loss | (184,774) | (184,774) | |||
Balance Ending, Shares at Mar. 31, 2022 | 18,975,000 | 4,743,750 | |||
Balance Ending at Mar. 31, 2022 | (5,670,588) | 0 | (5,671,062) | $ 191,707,145 | $ 474 |
Balance Beginning, Shares at Dec. 31, 2021 | 0 | 4,743,750 | |||
Balance Beginning at Dec. 31, 2021 | (24,154) | 24,526 | (49,154) | $ 0 | $ 474 |
Remeasurement of Class A ordinary shares subject to redemption to redemption value | (31,169,906) | ||||
Net loss | (299,723) | ||||
Balance Ending, Shares at Jun. 30, 2022 | 18,975,000 | 4,743,750 | |||
Balance Ending at Jun. 30, 2022 | (6,078,743) | 0 | (6,079,217) | $ 192,000,351 | $ 474 |
Balance Beginning, Shares at Mar. 31, 2022 | 18,975,000 | 4,743,750 | |||
Balance Beginning at Mar. 31, 2022 | (5,670,588) | 0 | (5,671,062) | $ 191,707,145 | $ 474 |
Remeasurement of Class A ordinary shares subject to redemption to redemption value | (293,206) | (293,206) | $ 293,206 | ||
Net loss | (114,949) | (114,949) | |||
Balance Ending, Shares at Jun. 30, 2022 | 18,975,000 | 4,743,750 | |||
Balance Ending at Jun. 30, 2022 | $ (6,078,743) | $ 0 | $ (6,079,217) | $ 192,000,351 | $ 474 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2022 | |
Cash flow from operating activities: | ||
Net loss | $ (47,345) | $ (299,723) |
Adjustments to reconcile net loss to net cash | ||
Insurance expense amortization | 221,205 | |
Dues and subscriptions expense amortization | 43,059 | |
Unrealized gain on marketable securities held in trust account | (352,851) | |
Changes in operating assets and liabilities | ||
Prepaid expense | (1,007,000) | |
Accrued expenses | 47,345 | 216,002 |
Accrued offering costs | (410,948) | |
Net cash used in operating activities | (1,590,256) | |
Cash flow from investing activities: | ||
Investment of cash in trust account | (383,367,500) | |
Proceeds from redemption of treasury securities | 191,720,000 | |
Net cash used in investing activities | (191,647,500) | |
Cash flow from financing activities: | ||
Proceeds from issuance of Class A ordinary shares | 189,750,000 | |
Proceeds from sale of private placement warrants | 7,942,500 | |
Payment of underwriting fee | (3,795,000) | |
Payment of promissory note — related party | (206,313) | |
Due from related party | 25,000 | |
Deferred offering costs | (138,825) | |
Net cash provided by financing activities | 193,577,362 | |
Net Change in Cash | 339,606 | |
Cash — Beginning of the period | 20 | |
Cash — End of the period | 339,626 | |
Supplemental disclosure of non-cash financing activities: | ||
Initial fair value of Class A ordinary shares subject to possible redemption | 160,830,445 | |
Remeasurement of Class A ordinary shares subject to possible redemption | 31,169,906 | |
Deferred underwriter fee payable | 6,641,250 | |
Deferred offering costs included in accrued offering costs | 132,179 | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ 25,000 |
Organization and Business Backg
Organization and Business Background | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Background | NOTE 1 — ORGANIZATION AND BUSINESS BACKGROUND Organization and General Consilium Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands as an exempted company on April 13, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). The Company is not limited to a particular industry or geographic location for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity for the three and six months ended June 30, 2022 and for the period from April 13, 2021 (inception) through December 31, 2021 relates to the Company’s formation, the proposed initial public offering (“Initial Public Offering”), which is described below, and pursuit of 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 Financing On January 18, 2022, the Company consummated its Initial Public Offering of 18,975,000 units (the “Units”), including the issuance of 2,475,000 Units as a result of the underwriter’s exercise of its over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (an “Ordinary Share”), one right to acquire one-tenth one-half Substantially concurrently with the closing of the Initial Public Offering, the Company completed the private sale of 7,942,500 private placement warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant, to the Company’s sponsor, Consilium Acquisition Sponsor I, LLC (the “Sponsor”), generating gross proceeds to the Company of $7,942,500. The Private Placement Warrants are identical to the warrants sold as part of the Units in the Initial Public Offering except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company (except in certain redemption scenarios when the price per Ordinary Share equals or exceeds $10.00 (as adjusted)); (2) they (including the Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company’s initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights. A total of $2,250,000 was deposited to the Company’s operating account and a total of $191,647,500, comprised of a portion of proceeds from the IPO and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) the Company’s completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial business combination within 18 months (or 24 months if the sponsor exercises its extension options) from the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 Going Concern Consideration As of June 30, 2022, the Company had $339,626 in cash and working capital $305,962. The Company’s liquidity needs through June 30, 2022 had been satisfied through a payment from the Sponsor of $25,000 for Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares” and shares thereof, “founder shares”), the Initial Public Offering and the sale of the private placement warrants (see Note 3 and Note 4). Additionally, the Company drew on an unsecured promissory note to pay certain offering costs. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period within one year after the date that the financial statements are issued. Management plans to address this uncertainty through related party loans from the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates (“Working Capital Loans”) (see Note 5) and effecting a Business Combination. However, there is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful or successful within the Combination Period. In addition, management is currently evaluating the impact of the COVID-19 These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date this financial statement is issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q Regulation S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K Form 10-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (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 the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 $339,626 and $20 of operating cash and no cash equivalents as of June 30, 2022 and December 31, 2021, respectively. Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on January 18, 2022, an amount of $191,647,500 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 pre-initial Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The statements of operations include a presentation of income (loss) per Class A redeemable ordinary shares and income (loss) per non-redeemable two-class non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary shares (in dollars, except per share amounts): Three Months Ended 2022 Net loss $ (114,949 ) Remeasurement of temporary equity to redemption value (293,206 ) Net loss including remeasurement of temporary equity to redemption value $ (408,154 ) Three Months Ended June 30, 2022 Class A Class B Non-redeemable Total number of shares 18,975,000 4,743,750 Ownership percentage 80 % 20 % Allocation of net loss based on ownership percentage $ (91,959 ) $ (22,990 ) Total loss allocated by class (91,959 ) (22,990 ) Less: remeasurement of temporary equity allocation based on ownership percentage (234,565 ) (58,641 ) Plus: remeasurement of temporary equity applicable to Class A redeemable shares 293,206 — Total loss by class $ (33,318 ) $ (81,631 ) Weighted average shares outstanding 18,975,000 4,743,750 Loss per share $ (0.00 ) $ (0.02 ) Six Months Ended 2022 Net loss from beginning of year through date of initial public offering $ (2,644 ) Net loss from date of initial public offering through June 30, 2022 (297,079 ) Total net loss for the six months ended June 30, 2022 (299,723 ) Remeasurement of temporary equity to redemption value (31,169,906 ) Net loss including remeasurement of temporary equity to redemption value $ (31,469,629 ) Six Months Ended Class A Class B Non-redeemable Total number of shares 18,975,000 4,743,750 Ownership percentage 80 % 20 % Allocation of net loss — from beginning of year through date of initial public offering based on ownership percentage $ — $ (2,644 ) Allocation of net loss — from date of initial public offering to June 30, 2022 based on ownership percentage (237,663 ) (59,416 ) Total loss allocated by class (237,663 ) (62,060 ) Less: remeasurement of temporary equity allocation based on ownership percentage (24,935,925 ) (6,233,981 ) Plus: remeasurement of temporary equity applicable to Class A redeemable shares 31,169,906 — Total income (loss) by class $ 5,996,318 $ (6,296,041 ) Weighted average shares outstanding 17,182,917 4,743,750 Income (loss) per share $ 0.35 $ (1.33 ) Fair value of Financial Instruments ASC Topic 820, Fair Value Measurement, defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as follows: • 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 calculations derived from valuation techniques in which one or more significant inputs or significant value drivers are observable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s assets and liabilities, which qualify as financial instruments approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. 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 Warrants and Rights The Company accounts for the public and private warrants and rights as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Pursuant to the Company’s evaluation, the Company concluded that the public and private warrants and rights do not meet the criteria to be accounted for as liability under ASC 480. The Company further evaluated the public and private warrants and rights under “ASC 815-40, 815-40”) Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are 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) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ 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, at June 30, 2022, 18,975,000 shares of Class A ordinary shares subject to possible redemption is presented, at redemption value equal to the amount held in the trust account, as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Class A ordinary shares subject to possible redemption is reflected on the balance sheet at June 30, 2022 as follows: Gross proceeds from initial public offering $ 189,750,000 Less: Fair value allocated to public warrants (4,524,000 ) Fair value allocated to rights (12,948,540 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (11,447,015 ) Plus: Re-measurement 31,169,906 Class A ordinary shares subject to possible redemption at redemption value $ 192,000,351 The proceeds of the offering were allocated to the Class A ordinary shares and the Public Warrants and Rights based on their relative fair values. The Company recognizes changes in redemption value of Class A ordinary shares subject to possible redemption 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. Such changes are reflected in additional paid-in paid-in Income taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability, method as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of June 30, 2022 or December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2022 or December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company 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. Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. 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 Federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At June 30, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40). The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 18,975,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary shares, one right and one-half An aggregate of $10.10 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2022 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT The Company entered into an agreement with the Sponsor pursuant to which the Sponsor will purchase an aggregate of 7,942,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating proceeds of $7,942,500 in the aggregate in a private placement that occurred substantially concurrently with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one share of ordinary shares at an exercise price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants will be added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In July 2021, the Sponsor purchased 4,743,750 shares of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000. The Founder Shares included an aggregate of up to 618,750 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s overallotment was not exercised in full or in part, so that the number of Founder Shares collectively represented approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. In August 2021, the Sponsor transferred 50,000 founder shares to each of the Company’s independent director nominees. The Company will account for the transfer of founder shares under ASC 718-10-15-4 The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share capitalization, share subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Promissory Note — Related Party In July 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants, at a price of $1.00 per warrant, of the post Business Combination entity. 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 warrants would be identical to the Private Placement Warrants. As of June 30, 2022 and December 31, 2021, no Working Capital Loans were outstanding. |
Shareholder's Equity
Shareholder's Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
SHAREHOLDER'S EQUITY | NOTE 6 — SHAREHOLDER’S EQUITY Preference Shares — Class A Ordinary shares — Class B Ordinary shares — With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our Founder Shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. However, prior to the consummation of the Business Combination, holders of the Class B ordinary shares will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason. The shares of Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one as-converted Rights — one-tenth pre-business one-tenth The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Cayman Islands law. As a result, the holders of the rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. Warrants — 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 with respect to the Class A ordinary shares underlying the Public 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 Public Warrant will be exercisable, and the Company will not be obligated to issue any Class A ordinary shares upon exercise of a Public Warrant unless the share of Class A ordinary shares issuable upon such Public 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 Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the public warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the public warrants expire or are redeemed, as specified in the public warrant agreement; provided that if the Class A ordinary shares is at the time of any exercise of a public warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their public warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the public warrants is not effective by the 60th business day after the closing of a Business Combination, public 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 public warrants on a “cashless basis” in accordance with Section 3(a) (9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary shares equals or exceeds $18.00. • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 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 for any 20 trading days within a 30-trading If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. 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 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 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 the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants included in the Units being sold in the Proposed Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7 — COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering, requiring the Company to register such securities for resale. The holders will have the right to require us to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that we register such securities. In addition, the holders will be entitled to certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q Regulation S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K Form 10-K |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (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 the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 $339,626 and $20 of operating cash and no cash equivalents as of June 30, 2022 and December 31, 2021, respectively. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on January 18, 2022, an amount of $191,647,500 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 pre-initial |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The statements of operations include a presentation of income (loss) per Class A redeemable ordinary shares and income (loss) per non-redeemable two-class non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary shares (in dollars, except per share amounts): Three Months Ended 2022 Net loss $ (114,949 ) Remeasurement of temporary equity to redemption value (293,206 ) Net loss including remeasurement of temporary equity to redemption value $ (408,154 ) Three Months Ended June 30, 2022 Class A Class B Non-redeemable Total number of shares 18,975,000 4,743,750 Ownership percentage 80 % 20 % Allocation of net loss based on ownership percentage $ (91,959 ) $ (22,990 ) Total loss allocated by class (91,959 ) (22,990 ) Less: remeasurement of temporary equity allocation based on ownership percentage (234,565 ) (58,641 ) Plus: remeasurement of temporary equity applicable to Class A redeemable shares 293,206 — Total loss by class $ (33,318 ) $ (81,631 ) Weighted average shares outstanding 18,975,000 4,743,750 Loss per share $ (0.00 ) $ (0.02 ) Six Months Ended 2022 Net loss from beginning of year through date of initial public offering $ (2,644 ) Net loss from date of initial public offering through June 30, 2022 (297,079 ) Total net loss for the six months ended June 30, 2022 (299,723 ) Remeasurement of temporary equity to redemption value (31,169,906 ) Net loss including remeasurement of temporary equity to redemption value $ (31,469,629 ) Six Months Ended Class A Class B Non-redeemable Total number of shares 18,975,000 4,743,750 Ownership percentage 80 % 20 % Allocation of net loss — from beginning of year through date of initial public offering based on ownership percentage $ — $ (2,644 ) Allocation of net loss — from date of initial public offering to June 30, 2022 based on ownership percentage (237,663 ) (59,416 ) Total loss allocated by class (237,663 ) (62,060 ) Less: remeasurement of temporary equity allocation based on ownership percentage (24,935,925 ) (6,233,981 ) Plus: remeasurement of temporary equity applicable to Class A redeemable shares 31,169,906 — Total income (loss) by class $ 5,996,318 $ (6,296,041 ) Weighted average shares outstanding 17,182,917 4,743,750 Income (loss) per share $ 0.35 $ (1.33 ) |
Fair value of Financial Instruments | Fair value of Financial Instruments ASC Topic 820, Fair Value Measurement, defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as follows: • 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 calculations derived from valuation techniques in which one or more significant inputs or significant value drivers are observable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s assets and liabilities, which qualify as financial instruments approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. |
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 |
Warrants and Rights | Warrants and Rights The Company accounts for the public and private warrants and rights as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Pursuant to the Company’s evaluation, the Company concluded that the public and private warrants and rights do not meet the criteria to be accounted for as liability under ASC 480. The Company further evaluated the public and private warrants and rights under “ASC 815-40, 815-40”) |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are 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) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ 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, at June 30, 2022, 18,975,000 shares of Class A ordinary shares subject to possible redemption is presented, at redemption value equal to the amount held in the trust account, as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Class A ordinary shares subject to possible redemption is reflected on the balance sheet at June 30, 2022 as follows: Gross proceeds from initial public offering $ 189,750,000 Less: Fair value allocated to public warrants (4,524,000 ) Fair value allocated to rights (12,948,540 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (11,447,015 ) Plus: Re-measurement 31,169,906 Class A ordinary shares subject to possible redemption at redemption value $ 192,000,351 The proceeds of the offering were allocated to the Class A ordinary shares and the Public Warrants and Rights based on their relative fair values. The Company recognizes changes in redemption value of Class A ordinary shares subject to possible redemption 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. Such changes are reflected in additional paid-in paid-in |
Income taxes | Income taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability, method as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of June 30, 2022 or December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2022 or December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company 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. |
Related Parties | Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
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 Federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At June 30, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40). The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share Basic and Diluted | The following table reflects the calculation of basic and diluted net income (loss) per ordinary shares (in dollars, except per share amounts): Three Months Ended 2022 Net loss $ (114,949 ) Remeasurement of temporary equity to redemption value (293,206 ) Net loss including remeasurement of temporary equity to redemption value $ (408,154 ) Three Months Ended June 30, 2022 Class A Class B Non-redeemable Total number of shares 18,975,000 4,743,750 Ownership percentage 80 % 20 % Allocation of net loss based on ownership percentage $ (91,959 ) $ (22,990 ) Total loss allocated by class (91,959 ) (22,990 ) Less: remeasurement of temporary equity allocation based on ownership percentage (234,565 ) (58,641 ) Plus: remeasurement of temporary equity applicable to Class A redeemable shares 293,206 — Total loss by class $ (33,318 ) $ (81,631 ) Weighted average shares outstanding 18,975,000 4,743,750 Loss per share $ (0.00 ) $ (0.02 ) Six Months Ended 2022 Net loss from beginning of year through date of initial public offering $ (2,644 ) Net loss from date of initial public offering through June 30, 2022 (297,079 ) Total net loss for the six months ended June 30, 2022 (299,723 ) Remeasurement of temporary equity to redemption value (31,169,906 ) Net loss including remeasurement of temporary equity to redemption value $ (31,469,629 ) Six Months Ended Class A Class B Non-redeemable Total number of shares 18,975,000 4,743,750 Ownership percentage 80 % 20 % Allocation of net loss — from beginning of year through date of initial public offering based on ownership percentage $ — $ (2,644 ) Allocation of net loss — from date of initial public offering to June 30, 2022 based on ownership percentage (237,663 ) (59,416 ) Total loss allocated by class (237,663 ) (62,060 ) Less: remeasurement of temporary equity allocation based on ownership percentage (24,935,925 ) (6,233,981 ) Plus: remeasurement of temporary equity applicable to Class A redeemable shares 31,169,906 — Total income (loss) by class $ 5,996,318 $ (6,296,041 ) Weighted average shares outstanding 17,182,917 4,743,750 Income (loss) per share $ 0.35 $ (1.33 ) |
Summary Of Class A Ordinary Shares Subject to Possible Redemption | The Class A ordinary shares subject to possible redemption is reflected on the balance sheet at June 30, 2022 as follows: Gross proceeds from initial public offering $ 189,750,000 Less: Fair value allocated to public warrants (4,524,000 ) Fair value allocated to rights (12,948,540 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (11,447,015 ) Plus: Re-measurement 31,169,906 Class A ordinary shares subject to possible redemption at redemption value $ 192,000,351 |
Organization and Business Bac_2
Organization and Business Background - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 18, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Common stock, conversion basis | one right to acquire one-tenth of an Ordinary Share, and one-half of one redeemable warrant | |||
Common stock, par or stated value per share | $ 0.0001 | |||
Purchase of ordinary share | 1 | 1 | ||
Purchase of ordinary share, per share | $ 11.5 | $ 11.5 | ||
Shares issued, price per share | $ 10 | |||
Proceeds from issuance initial public offering | $ 189,750,000 | $ 191,647,500 | ||
Proceeds from issuance of warrants | $ 7,942,500 | |||
Class of warrants or rights redemption price per unit | $ 10 | |||
Company's operating account | $ 2,250,000 | |||
Percentage of public shares to be redeemed in case business combination is not consummated | 100% | |||
Cash | $ 339,626 | $ 20 | ||
Net working capital | $ 305,962 | |||
Stock shares issued during the period for services value | $ 25,000 | |||
Maximum [Member] | ||||
Period after which the warrants are exercisable | 12 months | |||
Maximum [Member] | From The Completion Of Business Combination [Member] | ||||
Period after which the warrants are exercisable | 24 months | |||
Minimum [Member] | From The Completion Of Business Combination [Member] | ||||
Period after which the warrants are exercisable | 18 months | |||
Sponsor [Member] | ||||
Minimum notice period to be given to the holders of warrants | 30 days | |||
Private Placement Warrants [Member] | Sponsor [Member] | ||||
Class of warrant or right issued during period warrants | 7,942,500 | |||
Sale of stock, price per share | $ 1 | |||
Proceeds from issuance of warrants | $ 7,942,500 | |||
Common Class A [Member] | ||||
Common stock, conversion basis | one | |||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Common Class B [Member] | ||||
Common stock, par or stated value per share | 0.0001 | $ 0.0001 | ||
Common Class B [Member] | Sponsor [Member] | ||||
Common stock, par or stated value per share | $ 0.0001 | |||
Stock shares issued during the period for services value | $ 25,000 | |||
IPO [Member] | ||||
Stock issued during period, shares | 18,975,000 | 18,975,000 | ||
Shares issued, price per share | $ 10 | |||
Over-Allotment Option [Member] | ||||
Stock issued during period, shares | 2,475,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
Jan. 18, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Cash | $ 339,626 | $ 20 | |
Cash equivalents | $ 0 | 0 | |
Proceeds from issuance initial public offering | $ 191,647,500 | ||
Term of restricted investments | 185 days | ||
Percentage of public shares to be redeemed in case business combination is not consummated | 100% | ||
Deferred compensation liability, classified, noncurrent | $ 6,641,250 | ||
Temporary equity, shares outstanding | 18,975,000 | ||
Additional paid-in capital | 24,526 | ||
Accumulated deficit | $ (6,079,217) | (49,154) | |
Effective income tax rate reconciliation, percent | 50% | ||
Unrecognized tax benefits | $ 0 | 0 | |
Unrecognized tax benefits, income tax penalties and interest accrued | $ 0 | $ 0 | |
Maximum [Member] | |||
Period after which the warrants are exercisable | 12 months | ||
Common Class A [Member] | |||
Total offering costs | $ 11,447,015 | ||
Payments for underwriting expense | 3,795,000 | ||
Deferred compensation liability, classified, noncurrent | 6,641,250 | ||
Actual offering costs | 1,010,765 | ||
Temporary equity, shares outstanding | 18,975,000 | 0 | |
Remeasurement of trust account | 30,817,055 | ||
Additional paid-in capital | 25,439,566 | ||
Accumulated deficit | 5,377,489 | ||
Temporary equity, aggregate amount of redemption requirement | $ 59,645 | $ 352,851 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Earnings Per Share Basic and Diluted (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jan. 17, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | |
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||||
Net Income (Loss) | $ (2,644) | $ (114,949) | $ (184,774) | $ (47,345) | $ (297,079) | $ (299,723) |
Remeasurement of temporary equity to redemption value | (293,206) | $ (30,876,700) | (31,169,906) | |||
Net loss including remeasurement of temporary equity to redemption value | (408,154) | (31,469,629) | ||||
Common Class A [Member] | ||||||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||||
Remeasurement of temporary equity to redemption value | 31,169,906 | |||||
Common Class A [Member] | Common Stock Subject to Mandatory Redemption [Member] | ||||||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||||
Net Income (Loss) | 0 | (91,959) | $ (237,663) | (237,663) | ||
Remeasurement of temporary equity to redemption value | $ 293,206 | $ 31,169,906 | ||||
Total number of shares | 18,975,000 | 18,975,000 | 18,975,000 | |||
Ownership percentage | 80% | 80% | 80% | |||
Less: remeasurement of temporary equity allocation based on ownership percentage | $ (234,565) | $ (24,935,925) | ||||
Total income (loss) by class | $ (33,318) | $ 5,996,318 | ||||
Weighted average shares outstanding | 18,975,000 | 17,182,917 | ||||
Weighted average shares outstanding | 18,975,000 | 17,182,917 | ||||
Income (loss) per share | $ 0 | $ 0.35 | ||||
Income (loss) per share | $ 0 | $ 0.35 | ||||
Common Class B [Member] | Common Stock Subject to Mandatory Redemption [Member] | ||||||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||||
Net Income (Loss) | $ (2,644) | $ (22,990) | $ (59,416) | $ (62,060) | ||
Remeasurement of temporary equity to redemption value | $ 0 | $ 0 | ||||
Total number of shares | 4,743,750 | 4,743,750 | 4,743,750 | |||
Ownership percentage | 20% | 20% | 20% | |||
Less: remeasurement of temporary equity allocation based on ownership percentage | $ (58,641) | $ (6,233,981) | ||||
Total income (loss) by class | $ (81,631) | $ (6,296,041) | ||||
Weighted average shares outstanding | 4,743,750 | 4,743,750 | ||||
Weighted average shares outstanding | 4,743,750 | 4,743,750 | ||||
Income (loss) per share | $ (0.02) | $ (1.33) | ||||
Income (loss) per share | $ (0.02) | $ (1.33) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Class A Ordinary Shares Subject to Possible Redemption (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 18, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | |
Fair value allocated to rights | ||||
Gross proceeds from initial public offering | $ 189,750,000 | $ 191,647,500 | ||
Fair value allocated to public warrants | (4,524,000) | |||
Fair value allocated to rights | (12,948,540) | |||
Re-measurement on Class A ordinary shares subject to possible redemption | $ (293,206) | $ (30,876,700) | (31,169,906) | |
Common Class A [Member] | ||||
Fair value allocated to rights | ||||
Gross proceeds from initial public offering | 189,750,000 | |||
Offering costs allocated to Class A ordinary shares subject to possible redemption | (11,447,015) | |||
Re-measurement on Class A ordinary shares subject to possible redemption | 31,169,906 | |||
Class A ordinary shares subject to possible redemption at redemption value | $ 192,000,351 | $ 192,000,351 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jan. 18, 2022 | Jun. 30, 2022 | |
Initial Public Offering [Line Items] | ||
Shares issued, price per share | $ 10 | |
Class of warrant or right, exercise price of warrants or rights | $ 11.5 | $ 11.5 |
Proceeds from Issuance Initial Public Offering | $ 189,750,000 | $ 191,647,500 |
Purchase of ordinary share | 1 | 1 |
IPO [Member] | ||
Initial Public Offering [Line Items] | ||
Stock issued during period, shares | 18,975,000 | 18,975,000 |
Shares issued, price per share | $ 10 | |
IPO [Member] | U.S. government securities [Member] | ||
Initial Public Offering [Line Items] | ||
Shares issued, price per share | 10.1 | |
IPO [Member] | Public Warrant [Member] | Common Class A [Member] | ||
Initial Public Offering [Line Items] | ||
Class of warrant or right, exercise price of warrants or rights | $ 11.5 | |
Purchase of ordinary share | 1 |
Private Placement - Addtional I
Private Placement - Addtional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2022 | Jan. 18, 2022 | |
Class of Warrant or Right [Line Items] | |||
Proceeds from issuance of warrants | $ 7,942,500 | ||
Purchase of ordinary share | 1 | 1 | |
Purchase of ordinary share, per share | $ 11.5 | $ 11.5 | |
Private Placement Warrants [Member] | Sponsor [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right issued during period warrants | 7,942,500 | ||
Sale of stock, price per share | $ 1 | ||
Proceeds from issuance of warrants | $ 7,942,500 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Aug. 31, 2021 | Jul. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Sponsor purchased shares , purchase price | $ 17,472,540 | |||||
Principal amount repayment | $ 206,313 | |||||
Founder Shares [Member] | Sponsor [Member] | Independent Director Nominee [Member] | ||||||
Sponsor purchased shares | 50,000 | |||||
Unsecured Promissory Note [Member] | Sponsor [Member] | ||||||
Principal amount | $ 300,000 | |||||
Principal amount repayment date | Jan. 18, 2022 | |||||
Principal amount repayment | $ 206,313 | |||||
Promissory note overpayment | 25,000 | |||||
Working Capital Loans [Member] | ||||||
Working capital loans convertible into warrants | $ 2,000,000 | |||||
Working capital loans convertible into warrants, per warrant | $ 1 | |||||
Common Class B [Member] | Founder Shares [Member] | Sponsor [Member] | ||||||
Sponsor purchased shares | 4,743,750 | 4,743,750 | 4,743,750 | |||
Sponsor purchased shares , purchase price | $ 25,000 | |||||
Aggregate of shares subject to forfeiture | 618,750 | 618,750 | ||||
Percentage of issued and outstanding shares after the initial public offering collectively held by initial stockholders | 20% | 20% | ||||
Transfer, assign or sell any shares or warrants after completion of initial business combination, threshold trading days | 20 days | |||||
Transfer, assign or sell any shares or warrants after completion of initial business combination, threshold consecutive trading days | 30 days | |||||
Threshold period after business combination in which specified trading days within any specified trading day period commences | 150 days |
Shareholder's Equity - Addition
Shareholder's Equity - Additional Information (Detail) | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 shares | Jun. 30, 2022 Day $ / shares shares | Dec. 31, 2021 $ / shares shares | Jan. 18, 2022 $ / shares | |
Class of Stock [Line Items] | ||||
Preference shares, shares authorized | 5,000,000 | 5,000,000 | ||
Preference shares, par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preference shares, shares issued | 0 | 0 | ||
Preference shares, shares outstanding | 0 | 0 | ||
Common stock, par or stated value per share | $ / shares | $ 0.0001 | |||
Ordinary shares outstanding subject to possible redemption | 18,975,000 | |||
Private Placement Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Warrant non transferable Period | 30 days | |||
Public Warrant [Member] | ||||
Class of Stock [Line Items] | ||||
Warrant exercise period condition one | 12 months | |||
Warrant exercise period condition two | 30 days | |||
Xaximum thres hold period for filing registration statement after business combination | Day | 20 | |||
Maximum threshold period for registration statement to become effective after business combination | Day | 60 | |||
Class of warrant or right, redemption price of warrants or rights | $ / shares | $ 0.01 | |||
Redemption period | 30 days | |||
Warrant redemption condition minimum share price | $ / shares | $ 18 | |||
Class of warrant or right, redemption of warrants or rights, threshold trading days | 20 days | |||
Class of warrant or right, redemption of warrants or rights, threshold consecutive trading days | 30 days | |||
Public Warrant [Member] | Event Triggering Warrant Redemption [Member] | ||||
Class of Stock [Line Items] | ||||
Share price | $ / shares | $ 9.2 | |||
Percentage of equity proceeds from business combination as a percentage of total proceeds | 60% | |||
Number of trading days | 20 days | |||
Public Warrant [Member] | Event Triggering Warrant Redemption [Member] | Trigger Price One [Member] | ||||
Class of Stock [Line Items] | ||||
Redemption trigger price as a percentage of newly issued price | 115% | |||
Class of warrants or rights redemption trigger price | $ / shares | $ 18 | |||
Public Warrant [Member] | Event Triggering Warrant Redemption [Member] | Trigger Price Two [Member] | ||||
Class of Stock [Line Items] | ||||
Redemption trigger price as a percentage of newly issued price | 180% | |||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, voting rights | one | |||
Ordinary shares issued | 0 | 0 | ||
Ordinary shares outstanding | 0 | 0 | ||
Ordinary shares issued subject to possible redemption | 18,975,000 | 0 | ||
Ordinary shares outstanding subject to possible redemption | 18,975,000 | 0 | ||
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||
Common stock, par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||
Ordinary shares issued | 4,743,750 | 4,743,750 | ||
Ordinary shares outstanding | 4,743,750 | 4,743,750 | ||
Sponsor [Member] | Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, par or stated value per share | $ / shares | $ 0.0001 | |||
Sponsor [Member] | Founder Shares [Member] | Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued during period, shares | 4,743,750 | 4,743,750 | 4,743,750 | |
Aggregate of shares subject to forfeiture | 618,750 | 618,750 | ||
Percentage of issued and outstanding shares after initial public offering collectively held by initial stockholders | 20% | 20% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Jan. 18, 2022 | Jun. 30, 2022 |
Deferred compensation liability, classified, noncurrent | $ 6,641,250 | |
Underwriting Agreement [Member] | ||
Payments for underwriting expense | $ 3,795,000 | |
Deferred fee ,Per shares | $ 0.35 | |
Deferred compensation liability, classified, noncurrent | $ 6,641,250 | |
Underwriting Discount Per Share | $ 0.2 | |
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||
Initial Public Offering purchase Limit | 2,475,000 | |
Number Of Days Granted To Underwriters To Subscribe Shares Pursuant To Overallotment Option | 45 days |