Document and Entity Information
Document and Entity Information - USD ($) | 6 Months Ended | ||
Dec. 31, 2021 | Mar. 30, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | UTA ACQUISITION CORPORATION | ||
Entity Central Index Key | 0001879221 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity File Number | 001-41114 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 98-1616250 | ||
Entity Address, Address Line One | 135 5th Avenue | ||
Entity Address, Address Line Two | 7th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10010 | ||
City Area Code | 212 | ||
Local Phone Number | 287-3200 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 0 | ||
Auditor Firm ID | 243 | ||
Auditor Name | BDO USA LLP | ||
Auditor Location | New York | ||
Units | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | ||
Trading Symbol | UTAAU | ||
Security Exchange Name | NASDAQ | ||
Class A Ordinary Shares | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Trading Symbol | UTAA | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 23,000,000 | ||
Redeemable Warrants | |||
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 $11.50 per share | ||
Trading Symbol | UTAAW | ||
Security Exchange Name | NASDAQ | ||
Class B Ordinary Shares | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,750,000 |
Balance Sheet
Balance Sheet | Dec. 31, 2021USD ($) |
Assets: | |
Cash | $ 416,437 |
Prepaid expenses | 613,766 |
Total current assets | 1,030,203 |
Marketable securities held in Trust Account | 234,606,064 |
Prepaid expenses – non-current | 532,871 |
Total assets | 236,169,138 |
Current liabilities | |
Accrued expenses | 93,008 |
Working capital loan - related party | 274,127 |
Total current liabilities | 367,135 |
Deferred underwriters fee | 8,050,000 |
Total liabilities | 8,417,135 |
Commitments and Contingencies (Note 5) | |
Shareholders' Deficit: | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding | |
Accumulated deficit | (6,854,636) |
Total Shareholders' Deficit | (6,854,061) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 236,169,138 |
Class A Ordinary Shares Subject to Possible Redemption | |
Current liabilities | |
Class A ordinary shares subject to possible redemption, $0.0001 par value, 23,000,000 shares outstanding at redemption value | 234,606,064 |
Class B Ordinary Shares | |
Shareholders' Deficit: | |
Ordinary shares | $ 575 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A Ordinary Shares Subject to Possible Redemption | |
Class A ordinary shares subject to possible redemption at redemption value per share | $ / shares | $ 0.0001 |
Class A ordinary shares subject to possible redemption at redemption shares outstanding | 23,000,000 |
Temporary equity, shares issued | 23,000,000 |
Class A Ordinary Shares | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 80,000,000 |
Common stock, shares issued | 0 |
Common stock, shares outstanding | 0 |
Class B Ordinary Shares | |
Class A ordinary shares subject to possible redemption at redemption shares outstanding | 5,750,000 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 20,000,000 |
Common stock, shares issued | 5,750,000 |
Common stock, shares outstanding | 5,750,000 |
Statement of Operations
Statement of Operations | 6 Months Ended | |
Dec. 31, 2021USD ($)$ / sharesshares | ||
Formation and operating costs | $ 226,281 | |
Loss from operations | (226,281) | |
Interest income | 14,344 | |
Unrealized loss on U.S. treasuries held in Trust | (8,280) | |
Net loss | (220,217) | |
Class A Ordinary Shares Subject to Possible Redemption | ||
Net loss | $ (36,292) | |
Weighted average shares outstanding basic and diluted | shares | 3,402,367 | [1] |
Basic and diluted net income (loss) per share | $ / shares | $ 1.55 | |
Class B Non-redeemable Ordinary Shares | ||
Net loss | $ (183,925) | |
Weighted average shares outstanding basic and diluted | shares | 5,511,834 | [1] |
Basic and diluted net income (loss) per share | $ / shares | $ (1) | |
[1] | In November 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share surrender (see Note 4). |
Statement of Operations (Parent
Statement of Operations (Parenthetical) - Class B Non-redeemable Ordinary Shares - USD ($) | 1 Months Ended | |
Nov. 30, 2021 | Dec. 31, 2021 | |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Sponsor | ||
Ordinary shares surrendered | 1,437,500 | |
Ordinary shares surrendered, consideration amount | $ 0 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Deficit and Class A Shares Subject to Possible Redemption - 6 months ended Dec. 31, 2021 - USD ($) | Total | Public Warrant | Private Placement Warrant | Class A Ordinary Shares Subject to Possible Redemption | Class B Ordinary Shares | Common StockClass B Ordinary Shares | Additional Paid-in Capital | Additional Paid-in CapitalPublic Warrant | Additional Paid-in CapitalPrivate Placement Warrant | Accumulated Deficit | ||||
Balance at Jul. 14, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||
Balance, Shares at Jul. 14, 2021 | 0 | |||||||||||||
Balance at Jul. 14, 2021 | $ 0 | |||||||||||||
Balance, Shares at Jul. 14, 2021 | [1] | 0 | ||||||||||||
Sale of Units, net of issuance costs | $ 208,085,992 | |||||||||||||
Sale of Units, net of issuance costs, Shares | 23,000,000 | |||||||||||||
Issuance of shares | 25,000 | [1] | $ 8,661,228 | $ 11,200,000 | $ 575 | [1] | 24,425 | [1] | $ 8,661,228 | $ 11,200,000 | ||||
Issuance of shares, Shares | [1] | 5,750,000 | ||||||||||||
Accretion of Class A ordinary shares to redemption value | 26,520,072 | $ 26,520,072 | ||||||||||||
Adjustments for Accretion of Class A ordinary shares to redemption value | (26,520,072) | $ (19,885,653) | (6,634,419) | |||||||||||
Net loss | (220,217) | $ (36,292) | $ (183,925) | (220,217) | ||||||||||
Balance at Dec. 31, 2021 | $ (6,854,061) | $ 575 | $ (6,854,636) | |||||||||||
Balance – December 31, 2021, Shares at Dec. 31, 2021 | 23,000,000 | 5,750,000 | ||||||||||||
Balance at Dec. 31, 2021 | $ 234,606,064 | |||||||||||||
Balance – December 31, 2021, Shares at Dec. 31, 2021 | [1] | 5,750,000 | ||||||||||||
[1] | In November 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share surrender (see Note 4). |
Statement of Changes in Stock_2
Statement of Changes in Stockholders' Deficit and Class A Shares Subject to Possible Redemption (Parenthetical) - USD ($) | 1 Months Ended | 6 Months Ended | |
Nov. 30, 2021 | Dec. 31, 2021 | ||
Issuance of shares | [1] | $ 25,000 | |
Private Placement Warrant | |||
Issuance of shares | $ 11,200,000 | ||
Class B Ordinary Shares | |||
Common stock, shares outstanding | 5,750,000 | 5,750,000 | |
Class B Ordinary Shares | Sponsor | |||
Ordinary shares surrendered | 1,437,500 | ||
Ordinary shares surrendered, consideration amount | $ 0 | ||
Class A Ordinary Shares Subject to Possible Redemption | |||
Sale of Units, net of issuance costs, Shares | 23,000,000 | ||
[1] | In November 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share surrender (see Note 4). |
Statement of Cash Flows
Statement of Cash Flows | 6 Months Ended |
Dec. 31, 2021USD ($) | |
Cash flows from Operating Activities: | |
Net loss | $ (220,217) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Unrealized loss on securities held in trust account | 8,280 |
Interest income on securities held in trust account | (14,344) |
Formation and operating costs funded by Sponsor in exchange for working capital loans | 30,000 |
Formation and operating costs funded by Sponsor in exchange for founder shares | 25,000 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (1,128,062) |
Accrued expenses | 93,008 |
Net cash used in operating activities | (1,206,335) |
Cash flows from Investing Activities: | |
Investment of cash into Trust Account | (234,600,000) |
Net cash used in investing activities | (234,600,000) |
Cash flows from Financing Activities: | |
Cash proceeds from sale of Units, net of $4,600,000 underwriting discounts paid | 225,400,000 |
Cash proceeds from sale of Private Warrants | 11,200,000 |
Payment of offering costs | (377,228) |
Net cash provided by financing activities | 236,222,772 |
Net Increase in Cash | 416,437 |
Cash – End of period | 416,437 |
Supplemental disclosure of non-cash investing and financing activities: | |
Formation and operating costs funded by Sponsor in exchange for founder shares | 25,000 |
Prepaid expenses funded by Sponsor in exchange for working capital loans | 18,575 |
Formation and operating costs funded by Sponsor in exchange for working capital loans | 30,000 |
Offering costs funded by Sponsor in exchange for working capital loans | 225,552 |
Initial measurement of Class A ordinary shares subject to possible redemption, net of $12,723,198 in allocated offering costs | 208,085,992 |
Fair value of Public Warrants allocated to additional paid-in-capital, net of $529,582 in allocated offering costs | 8,661,228 |
Deferred underwriters fee charged to additional paid-in-capital | $ 8,050,000 |
Statement of Cash Flows (Parent
Statement of Cash Flows (Parenthetical) | 6 Months Ended |
Dec. 31, 2021USD ($) | |
Underwriting discounts paid | $ 4,600,000 |
Allocated offering costs | 377,228 |
Class A Ordinary Shares | |
Allocated offering costs | 12,723,198 |
Public Warrant | |
Allocated offering costs | $ 529,582 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 6 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation UTA Acquisition Corporation (the “Company”) was incorporated as a Cayman Island exempted company on July 15, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). As of December 31, 2021, the Company had not commenced any operations. All activity for the period from July 15, 2021 (inception) through (“IPO”) Sponsor and Financing The Company’s sponsor is UTA Acquisition Sponsor, LLC (the “Sponsor”). with each such Ordinary Share included in the Units being offered, the “Public Shares” Substantially concurrently with the closing of the IPO, the Company completed the private sale of 11,200,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, to the Sponsor, generating gross proceeds to the Company of $11,200,000 as discussed in Note 4. Transaction costs of the IPO amounted to $13,252,780 consisting of $4,600,000 of underwriting discounts and commissions, $8,050,000 of deferred underwriting discounts and commissions, and $602,780 of other offering costs. Trust Account A total of $234,600,000, comprised of proceeds from the IPO and the sale of the Private Placement Warrants, was placed in the Trust Account, a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee, and invested only in U.S government treasury bills with a maturity of 185 days Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). The offer. . Topic “ The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,005. The law, The Certificate of Incorporation provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with The (i) (ii) If the Company is unable to complete a Business Combination within 21 months from the closing of the IPO (the “Combination The holders of the Company’s Founder Shares prior to the IPO (the “initial shareholders”) have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders or the Company’s officers and directors acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in 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 residual assets remaining available for distribution (including Trust Account assets) will be only $ . In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 (except for the Company’s independent registered public accounting firm), prospective targets or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity, Capital Resources and Going Concern As of December 31, 2021, the Company had $416,437 in cash and working capital of $663,068. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor agreed to loan the Company an aggregate of up to $2,500,000 funds as may be required (“Working Capital Loans”). As of December 31, the Company had $274,127 in outstanding borrowings under such Working Capital Loans. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Further, we expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete our initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 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 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with U.S. 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 during the reporting period and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents We consider all highly liquid investments with an original maturity of three months or less to be “cash equivalents.” The Company did not have any cash equivalents as of December 31, 2021. Marketable Securities Held in Trust Account As of December 31, 2021 the Company’s portfolio of investments held in the Trust Account are comprised solely of cash and U.S. government securities with a maturity of 185 days or less. Marketable securities held in the Trust Account are classified as trading securities and presented on the balance sheet at fair value at the end of the period. Gains and losses resulting from the change in fair value of these investments are included in unrealized gain (loss) on U.S. treasuries held in Trust in the accompanying statement of operations Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of its cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on its account and management believes the Company is not exposed to significant risks on such account. 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 ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders' equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021, 23,000,000 Class A ordinary shares subject to possible redemption are 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 common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. As of December 31, 2021, the Company recorded an accretion of $ , $ 19,885,653 of which was recorded in additional paid-in capital and $ 6,634,419 was recorded in accumulated deficit . Offering Costs Offering costs consist of legal, accounting, and other costs incurred that are directly related to the IPO and are charged against the carrying values of Class A ordinary shares and the warrants sold in the Units, based on their respective relative fair values. Accordingly, as of December 31, 2021, offering costs in the aggregate of $13,252,780 were recognized, of which $12,723,198 and $529,582 was allocated to Class A ordinary shares and the public warrants, respectively. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. Net loss for the period from inception to IPO was allocated fully to Class B ordinary shares. Diluted net loss per share attributable to ordinary stockholders adjusts the basic net loss per share attributable to ordinary shareholders and the weighted-average ordinary shares outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented. With respect to the accretion of Class A ordinary shares subject to possible redemption and consistent with ASC Topic 480-10-S99-3A, the Company treated accretion in the same manner as a dividend, paid to the shareholder in the calculation of the net income (loss) per ordinary share. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from July 15, 2021 (inception) through December 31, 2021 Net loss from inception to IPO date $ (174,852 ) Net loss from IPO date to year-end (45,365 ) Total loss from inception to year end (220,217 ) Accretion of temporary equity to redemption value (26,520,072 ) Net loss including accretion of temporary equity to redemption value $ (26,740,289 ) For the Period from July 15, 2021 (inception) through December 31, 2021 Class A Class B Total number of shares 23,000,000 5,750,000 Ownership percentage 80 % 20 % Allocation of net loss - inception to IPO date $ — $ (174,852 ) Allocation of net loss - IPO date to year end (36,292 ) (9,073 ) Total loss allocated by Class (36,292 ) (183,925 ) Less: Accretion allocated based on ownership percentage (21,216,058 ) (5,304,014 ) Plus accretion applicable to Class A redeemable Shares 26,520,072 — Total earnings (loss) by Class $ 5,267,722 $ (5,487,939 ) Denominator Weighted average shares 3,402,367 5,511,834 Basic and diluted net income (loss) per ordinary share $ 1.55 $ (1.00 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized . ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of 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 December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered to be 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. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II—Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. As of December 31, 2021, the Company’s assets measured at fair value on a recurring basis consist solely of U.S. Treasuries held in Trust classified within Level 1 of the fair value hierarchy. The Company determined the fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, “Debt – debt with conversion and other options (sub-topic 470-20) and derivatives and hedging – contracts in entity’s own equity (sub-topic 815-40): accounting for convertible instruments and contracts in an entity’s own equity”, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. ASU 2020-06 is applicable for fiscal years beginning after December 31, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. ASU 2020-06 is to be applied using a full retrospective method or a modified retrospective method as outlined in the guidance. The Company early adopted ASU 2020-06 and it did not have a significant impact on the Company’s financial statements. The Company’s management does not believe that any other recently issued accounting standards if currently adopted would have a material effect on the accompanying financial statements |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering As discussed in Note 1, on December 6, 2021, the Company consummated its IPO of 23,000,000 Units, including the issuance of 3,000,000 Units as a result of the underwriter’s exercise of its over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000. Substantially concurrently with the closing of the IPO, the Company completed the private sale of 11,200,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, to the Sponsor, generating gross proceeds to the Company of $11,200,000. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On July 22, 2021, the Sponsor paid an aggregate price of $25,000 to cover certain expenses on behalf of the Company in exchange for an initial issuance of 7,187,500 shares of Class B ordinary shares (the “Founder Shares”). In November 2021, the Sponsor surrendered an aggregate of 1,437,500 Founder Shares for no consideration, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding. All share and per share amounts have been retroactively restated to reflect the share surrender. In November 2021, the Sponsor transferred 25,000 Founder Shares each to Nancy Tellem and Alexis Ohanian, the Company’s independent director nominees. The initial shareholders, including the Sponsor, have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) subsequent to our initial business combination (x) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Warrants Substantially concurrently with the closing of the IPO, the Company completed the private sale of 11,200,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, to the Sponsor, generating gross proceeds to the Company of $11,200,000. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable for cash or on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. The Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO 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 Class A ordinary share equals or exceeds $10.00 (as adjusted)); (2) they (including the Class A 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. Promissory Note—Related Party On July 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan is non-interest bearing, unsecured and due at the earlier of December 31, 2021, or the completion of the IPO. Substantially concurrently with the closing of the IPO, the Company and its Sponsor agreed to transfer $274,127 of debt outstanding on the Company’s Promissory Note to the Working Capital Loans, and as of December 31, 2021, there was no amount outstanding related to the Note. Working Capital Loans—Related Party In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor agreed to loan the Company an aggregate of up to $2,500,000 funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will 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 are non-interest bearing and due at the earlier of (i) September 6, 2023, (ii) the date of consummation of a Business Combination or, (iii) pursuant to acceleration of the obligations upon an event of default. At the lender’s discretion, up to $2,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. The embedded feature to settle the Working Capital Loans upon the occurrence of an event of default is clearly and closely related to the debt host and is therefore not required to be separated. As of December 31, 2021, the Company had $274,127 in outstanding borrowings under the Working Capital Loans. Administrative Services Agreement On December 1, 2021, the Company entered into an agreement that provides that, commencing on the closing of the IPO and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. The Sponsor subsequently agreed to waive any fees that would have been payable by the Company under the agreement for the month of December 2021. The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates. For the period from July 15, 2021 (inception) through December 31, 2021 no such expenditures were incurred. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed upon consummation of the IPO. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and Russia-Ukraine war on the industry and has concluded that while it is reasonably possible that such could have negative effects on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact s are not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of th ese uncertaint ies . Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4,600,000 in the aggregate paid upon the closing of the IPO. Additionally, the underwriters are entitled to a deferred underwriting discount of $0.35 per unit, or $8,050,000 in the aggregate. 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. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 6 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Class A Ordinary Shares Subject To Possible Redemption | Note 6—Class A Ordinary Shares Subject to Possible Redemption The Company is authorized to issue 80,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021, there were 23,000,000 shares of Class A ordinary shares outstanding, all of which were subject to redemption. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. As of December 31, 2021, Class A ordinary shares reflected on the balance sheet is reconciled as follows: Gross proceeds $ 230,000,000 Less: Class A ordinary shares issuance costs (12,723,198 ) Amount of proceeds allocated to Public Warrants (9,190,810 ) Plus: Accretion of carrying value to redemption value 26,520,072 Class A ordinary shares subject to possible redemption $ 234,606,064 |
Shareholder_s Equity
Shareholder’s Equity | 6 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Note 7—Shareholder’s Equity Preference Shares — The Company is authorized to issue 1,000,000 preference shares, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2021, there were no preference shares issued and outstanding. Class A Ordinary Shares —The Company is authorized to issue 80,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2021, there were 23,000,000 Class A ordinary shares issued and outstanding, all subject to possible redemption and classified as temporary equity in the accompanying balance sheet (see Note 6). Class B Ordinary Shares —The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. On July 22, 2021, the Sponsor paid an aggregate price of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 5,750,000 Class B ordinary shares outstanding. Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of shares of Class A ordinary shares by Public Stockholders), including the total number of shares of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into shares of Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Warrants — As of December 31, 2021, the Company had 11,500,000 and 11,200,000 Public Warrants and Private Placement Warrants outstanding, respectively. The Company accounts for both the Public and Private Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants meet the criteria for equity treatment thereunder, each warrant must be recorded within equity. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the IPO. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant • at any time after the warrants become exercisable; • upon a not less than 30 days’ prior written notice of redemption • if, and only if, the last sales price of the Class A ordinary shares for any 20 days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders equals or exceeds $18.00 per share. • if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption, or the Company has elected to require the exercise of the Public Warrants on a cashless basis. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 Class B Ordinary Shares, par value $0.0001 per share, of the Company held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO 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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8—Subsequent Events The Company has evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements were issued. Based upon this review, the Company did not identify any subsequent events, other than above, that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. 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 during the reporting period and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with an original maturity of three months or less to be “cash equivalents.” The Company did not have any cash equivalents as of December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account As of December 31, 2021 the Company’s portfolio of investments held in the Trust Account are comprised solely of cash and U.S. government securities with a maturity of 185 days or less. Marketable securities held in the Trust Account are classified as trading securities and presented on the balance sheet at fair value at the end of the period. Gains and losses resulting from the change in fair value of these investments are included in unrealized gain (loss) on U.S. treasuries held in Trust in the accompanying statement of operations |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of its cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on its account and management believes the Company is not exposed to significant risks on such account. |
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 ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders' equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021, 23,000,000 Class A ordinary shares subject to possible redemption are 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 common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. As of December 31, 2021, the Company recorded an accretion of $ , $ 19,885,653 of which was recorded in additional paid-in capital and $ 6,634,419 was recorded in accumulated deficit . |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, and other costs incurred that are directly related to the IPO and are charged against the carrying values of Class A ordinary shares and the warrants sold in the Units, based on their respective relative fair values. Accordingly, as of December 31, 2021, offering costs in the aggregate of $13,252,780 were recognized, of which $12,723,198 and $529,582 was allocated to Class A ordinary shares and the public warrants, respectively. |
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 Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. Net loss for the period from inception to IPO was allocated fully to Class B ordinary shares. Diluted net loss per share attributable to ordinary stockholders adjusts the basic net loss per share attributable to ordinary shareholders and the weighted-average ordinary shares outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented. With respect to the accretion of Class A ordinary shares subject to possible redemption and consistent with ASC Topic 480-10-S99-3A, the Company treated accretion in the same manner as a dividend, paid to the shareholder in the calculation of the net income (loss) per ordinary share. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from July 15, 2021 (inception) through December 31, 2021 Net loss from inception to IPO date $ (174,852 ) Net loss from IPO date to year-end (45,365 ) Total loss from inception to year end (220,217 ) Accretion of temporary equity to redemption value (26,520,072 ) Net loss including accretion of temporary equity to redemption value $ (26,740,289 ) For the Period from July 15, 2021 (inception) through December 31, 2021 Class A Class B Total number of shares 23,000,000 5,750,000 Ownership percentage 80 % 20 % Allocation of net loss - inception to IPO date $ — $ (174,852 ) Allocation of net loss - IPO date to year end (36,292 ) (9,073 ) Total loss allocated by Class (36,292 ) (183,925 ) Less: Accretion allocated based on ownership percentage (21,216,058 ) (5,304,014 ) Plus accretion applicable to Class A redeemable Shares 26,520,072 — Total earnings (loss) by Class $ 5,267,722 $ (5,487,939 ) Denominator Weighted average shares 3,402,367 5,511,834 Basic and diluted net income (loss) per ordinary share $ 1.55 $ (1.00 ) |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized . ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of 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 December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered to be 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. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Fair Value Measurement | Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II—Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. As of December 31, 2021, the Company’s assets measured at fair value on a recurring basis consist solely of U.S. Treasuries held in Trust classified within Level 1 of the fair value hierarchy. The Company determined the fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, “Debt – debt with conversion and other options (sub-topic 470-20) and derivatives and hedging – contracts in entity’s own equity (sub-topic 815-40): accounting for convertible instruments and contracts in an entity’s own equity”, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. ASU 2020-06 is applicable for fiscal years beginning after December 31, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. ASU 2020-06 is to be applied using a full retrospective method or a modified retrospective method as outlined in the guidance. The Company early adopted ASU 2020-06 and it did not have a significant impact on the Company’s financial statements. The Company’s management does not believe that any other recently issued accounting standards if currently adopted would have a material effect on the accompanying financial statements |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Calculation of Basic and Diluted Net Loss Per Ordinary Share | The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from July 15, 2021 (inception) through December 31, 2021 Net loss from inception to IPO date $ (174,852 ) Net loss from IPO date to year-end (45,365 ) Total loss from inception to year end (220,217 ) Accretion of temporary equity to redemption value (26,520,072 ) Net loss including accretion of temporary equity to redemption value $ (26,740,289 ) For the Period from July 15, 2021 (inception) through December 31, 2021 Class A Class B Total number of shares 23,000,000 5,750,000 Ownership percentage 80 % 20 % Allocation of net loss - inception to IPO date $ — $ (174,852 ) Allocation of net loss - IPO date to year end (36,292 ) (9,073 ) Total loss allocated by Class (36,292 ) (183,925 ) Less: Accretion allocated based on ownership percentage (21,216,058 ) (5,304,014 ) Plus accretion applicable to Class A redeemable Shares 26,520,072 — Total earnings (loss) by Class $ 5,267,722 $ (5,487,939 ) Denominator Weighted average shares 3,402,367 5,511,834 Basic and diluted net income (loss) per ordinary share $ 1.55 $ (1.00 ) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Reconciliation of Class A Ordinary Shares Reflected on Balance Sheet | As of December 31, 2021, Class A ordinary shares reflected on the balance sheet is reconciled as follows: Gross proceeds $ 230,000,000 Less: Class A ordinary shares issuance costs (12,723,198 ) Amount of proceeds allocated to Public Warrants (9,190,810 ) Plus: Accretion of carrying value to redemption value 26,520,072 Class A ordinary shares subject to possible redemption $ 234,606,064 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Details) - USD ($) | Dec. 06, 2021 | Dec. 31, 2021 | Jul. 22, 2021 |
Class Of Stock [Line Items] | |||
Entity incorporation, date of incorporation | Jul. 15, 2021 | ||
Units issued price per share | $ 10 | ||
Gross proceeds from private placements warrants | $ 11,200,000 | ||
Proceeds from IPO and private placement warrants placed in trust account | $ 234,606,064 | ||
Trust account release terms | the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (1) the completion of the Company’s 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 its public shares if the Company does not complete its initial business combination within 21 months from the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of the Company’s public shares if the Company has not completed its initial business combination within 21 months from the closing of the IPO, subject to applicable law. | ||
Minimum percentage of initial business combination fair market value of net assets held in trust account | 80.00% | ||
Minimum percentage of ownership required to complete business combination | 50.00% | ||
Maximum net tangible assets redeem amount | $ 5,000,005 | ||
Minimum redeeming percentage of public shares | 15.00% | ||
Business combination incomplete redeem percentage of public shares | 100.00% | ||
Business combination complete period | 21 months | ||
Business combination incomplete, maximum period of redeem public shares | 10 days | ||
Business combination incomplete, maximum interest to pay dissolution expenses | $ 100,000 | ||
Business combination incomplete, redemption rights or liquidating distributions respect to warrants amount | $ 0 | ||
Residual assets value per share remaining available for distribution | $ 10.20 | ||
Business combination agreement, reduce amount of funds in trust account, description | Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, | ||
Cash | $ 416,437 | ||
Working capital amount | $ 663,068 | ||
Maximum | |||
Class Of Stock [Line Items] | |||
Units issued price per share | $ 10 | ||
Maximum | Working Capital Loans | |||
Class Of Stock [Line Items] | |||
Loan to the company | $ 2,500,000 | ||
Trust Account | |||
Class Of Stock [Line Items] | |||
Proceeds from IPO and private placement warrants placed in trust account | $ 234,600,000 | ||
Initial Public Offering | |||
Class Of Stock [Line Items] | |||
Units issued during period | 23,000,000 | ||
Gross proceeds from issuance of initial public offering | $ 230,000,000 | ||
Class A Ordinary Shares | |||
Class Of Stock [Line Items] | |||
Common stock par value per share | $ 0.0001 | ||
Warrant | Working Capital Loans | |||
Class Of Stock [Line Items] | |||
Sale of warrants price per warrant | $ 1 | ||
Borrowings | $ 274,127 | ||
Sponsor | Initial Public Offering | |||
Class Of Stock [Line Items] | |||
Units issued during period | 23,000,000 | ||
Sale of Stock, Description of Transaction | Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (an “Ordinary Share”, with each such Ordinary Share included in the Units being offered, the “Public Shares”), and one-half of one redeemable warrant of the Company. | ||
Units issued price per share | $ 10 | ||
Gross proceeds from issuance of initial public offering | $ 230,000,000 | ||
Initial public offering cost | 13,252,780 | ||
Underwriting discounts and commissions | 4,600,000 | ||
Deferred underwriting discounts and commissions | 8,050,000 | ||
Other offering cost | $ 602,780 | ||
Sponsor | Over-Allotment Option | |||
Class Of Stock [Line Items] | |||
Units issued during period | 3,000,000 | ||
Sponsor | Class A Ordinary Shares | |||
Class Of Stock [Line Items] | |||
Units issued price per share | $ 11.50 | ||
Number of securities called by each warrant | 1 | ||
Sponsor | Class A Ordinary Shares | Initial Public Offering | |||
Class Of Stock [Line Items] | |||
Units issued price per share | $ 11.50 | ||
Common stock par value per share | $ 0.0001 | ||
Number of securities called by each warrant | 1 | ||
Sponsor | Private Placement Warrants | |||
Class Of Stock [Line Items] | |||
Sale of warrants | 11,200,000 | ||
Sale of warrants price per warrant | $ 1 | ||
Gross proceeds from private placements warrants | $ 11,200,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2021 | Jul. 14, 2021 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Cash equivalents | $ 0 | |
Federal Depository Insurance Coverage limit | 250,000 | |
Temporary equity, accretion to redemption value | 26,520,072 | |
Adjustments for Accretion of Class A ordinary shares to redemption value | 26,520,072 | |
Allocated offering costs | $ 377,228 | |
Change in Accounting Principle, Accounting Standards Update, Early Adoption [true false] | true | |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | |
Cayman Islands | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Tax provision | $ 0 | |
Initial Public Offering | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Allocated offering costs | 13,252,780 | |
Initial Public Offering | Public Warrants | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Allocated offering costs | 529,582 | |
Class A Ordinary Shares Subject to Possible Redemption | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Temporary equity, accretion to redemption value | $ 26,520,072 | |
Temporary equity, shares outstanding | 23,000,000 | 0 |
Allocated offering costs | $ 12,723,198 | |
Class A Ordinary Shares | Initial Public Offering | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Allocated offering costs | 12,723,198 | |
Additional Paid-in Capital | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Adjustments for Accretion of Class A ordinary shares to redemption value | 19,885,653 | |
Accumulated Deficit | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Adjustments for Accretion of Class A ordinary shares to redemption value | $ 6,634,419 | |
Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Investments held in trust account maturity period | 185 days |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Calculation of Basic and Diluted Net Loss Per Ordinary Share (Details) - USD ($) | 6 Months Ended | ||
Dec. 31, 2021 | Jul. 14, 2021 | ||
Earnings Per Share Basic [Line Items] | |||
Net loss from inception to IPO date | $ (174,852) | ||
Net loss from IPO date to year-end | (45,365) | ||
Net loss | (220,217) | ||
Accretion of temporary equity to redemption value | (26,520,072) | ||
Net loss including accretion of temporary equity to redemption value | $ (26,740,289) | ||
Class A | |||
Earnings Per Share Basic [Line Items] | |||
Total number of shares | 23,000,000 | 0 | |
Ownership percentage | 80.00% | ||
Net loss from IPO date to year-end | $ (36,292) | ||
Net loss | (36,292) | ||
Less: Accretion allocated based on ownership percentage | (21,216,058) | ||
Accretion of temporary equity to redemption value | 26,520,072 | ||
Net loss including accretion of temporary equity to redemption value | $ 5,267,722 | ||
Denominator | |||
Weighted average shares outstanding basic and diluted | [1] | 3,402,367 | |
Basic and diluted net income (loss) per share | $ 1.55 | ||
Class B Ordinary Shares | |||
Earnings Per Share Basic [Line Items] | |||
Total number of shares | 5,750,000 | ||
Ownership percentage | 20.00% | ||
Net loss from inception to IPO date | $ (174,852) | ||
Net loss from IPO date to year-end | (9,073) | ||
Net loss | (183,925) | ||
Less: Accretion allocated based on ownership percentage | (5,304,014) | ||
Net loss including accretion of temporary equity to redemption value | $ (5,487,939) | ||
Denominator | |||
Weighted average shares outstanding basic and diluted | [1] | 5,511,834 | |
Basic and diluted net income (loss) per share | $ (1) | ||
[1] | In November 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share surrender (see Note 4). |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) | Dec. 06, 2021USD ($)$ / sharesshares |
Initial Public Offering | |
Initial Public Offering [Line Items] | |
Issuance of shares, Shares | 23,000,000 |
Share price, per share | $ / shares | $ 10 |
Gross proceeds from issuance of initial public offering | $ | $ 230,000,000 |
Initial Public Offering | Sponsor | |
Initial Public Offering [Line Items] | |
Issuance of shares, Shares | 23,000,000 |
Gross proceeds from issuance of initial public offering | $ | $ 230,000,000 |
Over-Allotment Option | |
Initial Public Offering [Line Items] | |
Common stock, shares issued | 3,000,000 |
Private Placement | Warrant | Sponsor | |
Initial Public Offering [Line Items] | |
Gross proceeds from issuance of initial public offering | $ | $ 11,200,000 |
Sale of warrants price per warrant | $ / shares | $ 1 |
Sale of warrants | 11,200,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Dec. 06, 2021 | Dec. 01, 2021 | Jul. 22, 2021 | Nov. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Sponsor paid aggregate price | [1] | $ 25,000 | ||||
Common stock issued, price per share | $ 10 | |||||
Administrative Services Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Monthly payment to affiliate of sponsor for office space, secretarial and administrative services | $ 10,000 | |||||
Reimbursement of out-of-pocket expenses | $ 0 | |||||
Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock issued, price per share | $ 10 | |||||
Maximum | Working Capital Loans | ||||||
Related Party Transaction [Line Items] | ||||||
Loan to the company | $ 2,500,000 | |||||
Class B Ordinary Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, shares outstanding | 5,750,000 | 5,750,000 | ||||
Class A Ordinary Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, shares outstanding | 0 | |||||
Founder Shares | Class B Ordinary Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, shares outstanding | 5,750,000 | |||||
Warrant | Working Capital Loans | ||||||
Related Party Transaction [Line Items] | ||||||
Sale of warrants price per warrant | $ 1 | |||||
Borrowings | $ 274,127 | |||||
Warrant | Private Placement | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock issued, price per share | $ 10 | |||||
Warrants holding period after completion of business combination | 30 days | |||||
Warrant | Maximum | Working Capital Loans | ||||||
Related Party Transaction [Line Items] | ||||||
Debt conversion converted instrument amount | $ 2,500,000 | |||||
Sponsor | Note | ||||||
Related Party Transaction [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 300,000 | |||||
Borrowings | $ 0 | |||||
Sponsor | Working Capital Loans | ||||||
Related Party Transaction [Line Items] | ||||||
Transfer of debt outstanding | $ 274,127 | |||||
Sponsor | Class B Ordinary Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Ordinary shares surrendered | 1,437,500 | |||||
Ordinary shares surrendered, consideration amount | $ 0 | |||||
Sponsor | Class A Ordinary Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock issued, price per share | $ 11.50 | |||||
Number of securities called by each warrant | 1 | |||||
Sponsor | Founder Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Shares transferred | 25,000 | |||||
Threshold period after completion of initial business combination | 1 year | |||||
Common stock threshold trading days | 20 days | |||||
Common stock threshold consecutive trading days | 30 days | |||||
Minimum holding period for shares after business combination | 150 days | |||||
Sponsor | Founder Shares | Class B Ordinary Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Sponsor paid aggregate price | $ 25,000 | |||||
Units issued during period | 7,187,500 | |||||
Ordinary shares surrendered | 1,437,500 | |||||
Ordinary shares surrendered, consideration amount | $ 0 | |||||
Sponsor | Founder Shares | Class A Ordinary Shares | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock issued, price per share | $ 12 | |||||
Sponsor | Warrant | Private Placement | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock issued, price per share | $ 10 | |||||
Sale of warrants | 11,200,000 | |||||
Sale of warrants price per warrant | $ 1 | |||||
Gross proceeds from issuance of initial public offering | $ 11,200,000 | |||||
[1] | In November 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share surrender (see Note 4). |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) | Dec. 31, 2021$ / sharesshares |
Commitments And Contingencies Disclosure [Abstract] | |
Underwriting discount price per share | $ / shares | $ 0.20 |
Underwriting discount aggregate number of shares entitled | shares | 4,600,000 |
Deferred underwriting discount price per share | $ / shares | $ 0.35 |
Deferred underwriting discount aggregate number of shares entitled | shares | 8,050,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Details) - Class A Ordinary Shares Subject to Possible Redemption - $ / shares | 6 Months Ended | |
Dec. 31, 2021 | Jul. 14, 2021 | |
Temporary Equity [Line Items] | ||
Temporary equity, shares authorized | 80,000,000 | |
Temporary equity, par value | $ 0.0001 | |
Temporary equity voting rights | one vote | |
Temporary equity, shares outstanding | 23,000,000 | 0 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption - Summary of Reconciliation of Class A Ordinary Shares Reflected on Balance Sheet (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2021 | Jul. 14, 2021 | |
Temporary Equity [Line Items] | ||
Class A ordinary shares issuance costs | $ (377,228) | |
Accretion of Class A ordinary shares to redemption value | 26,520,072 | |
Class A Ordinary Shares Subject to Possible Redemption | ||
Temporary Equity [Line Items] | ||
Gross proceeds | 230,000,000 | |
Class A ordinary shares issuance costs | (12,723,198) | |
Accretion of Class A ordinary shares to redemption value | 26,520,072 | |
Class A ordinary shares subject to possible redemption | 234,606,064 | $ 0 |
Public Warrants | Class A Ordinary Shares Subject to Possible Redemption | ||
Temporary Equity [Line Items] | ||
Amount of proceeds allocated to Public Warrants | $ (9,190,810) |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - USD ($) | 6 Months Ended | ||||
Dec. 31, 2021 | Dec. 06, 2021 | Nov. 30, 2021 | Jul. 14, 2021 | ||
Class Of Stock [Line Items] | |||||
Preferred stock, shares authorized | 1,000,000 | ||||
Preferred stock, par value | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | ||||
Preferred stock, shares outstanding | 0 | ||||
Issuance of Class B ordinary shares to Sponsor | [1] | $ 25,000 | |||
Common stock, voting rights | one | ||||
Common stock, conversion basis | one-for-one basis | ||||
Percentage of common stock shares outstanding | 20.00% | ||||
Percentage of equity proceeds | 60.00% | ||||
Price of newly issued stock to cause adjustment of exercise warrant price | $ 9.20 | ||||
Percentage of warrant exercise price adjusted to price received in new issuance | 115.00% | ||||
Common stock issued, price per share | $ 10 | ||||
Private Placement | Warrant | |||||
Class Of Stock [Line Items] | |||||
Common stock issued, price per share | $ 10 | ||||
Maximum | |||||
Class Of Stock [Line Items] | |||||
Common stock issued, price per share | $ 10 | ||||
Public Warrants | |||||
Class Of Stock [Line Items] | |||||
Class of warrants or rights outstanding | 11,500,000 | ||||
Class of warrants or rights, days from which warrants are exercisable | 30 days | ||||
Class of warrants or rights, months from which warrants are exercisable | 12 months | ||||
Class of warrants or rights, outstanding term | 5 years | ||||
Class of warrant or right redemption price | $ 0.01 | ||||
Prior written notice period of warrants for redemption | 30 days | ||||
Private Placement Warrants | |||||
Class Of Stock [Line Items] | |||||
Class of warrants or rights outstanding | 11,200,000 | ||||
Class A Ordinary Shares | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 80,000,000 | ||||
Common stock, par value | $ 0.0001 | ||||
Common stock, shares outstanding | 0 | ||||
Class A Ordinary Shares | Maximum | |||||
Class Of Stock [Line Items] | |||||
Initial business combination effective issue price per share | $ 9.20 | ||||
Class A Ordinary Shares | Public Warrants | |||||
Class Of Stock [Line Items] | |||||
Number of trading days for determining the share price | 20 days | ||||
Number of consecutive trading days for determining the share price | 30 days | ||||
Common stock redemption stock price per share | $ 18 | ||||
Class A Ordinary Shares Subject to Possible Redemption | |||||
Class Of Stock [Line Items] | |||||
Temporary equity, shares issued | 23,000,000 | ||||
Temporary equity, shares outstanding | 23,000,000 | 0 | |||
Class B Ordinary Shares | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 20,000,000 | ||||
Common stock, par value | $ 0.0001 | ||||
Temporary equity, shares outstanding | 5,750,000 | ||||
Common stock, shares outstanding | 5,750,000 | 5,750,000 | |||
Class B Ordinary Shares | Sponsor | |||||
Class Of Stock [Line Items] | |||||
Issuance of Class B ordinary shares to Sponsor | $ 25,000 | ||||
[1] | In November 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share surrender (see Note 4). |