Cover Page
Cover Page - USD ($) | 5 Months Ended | |
Dec. 31, 2021 | Mar. 28, 2022 | |
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 | |
Document Annual Report | true | |
Document Transition Report | false | |
Entity Registrant Name | LAMF GLOBAL VENTURES CORP. I | |
Entity Central Index Key | 0001879297 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-41053 | |
Entity Tax Identification Number | 98-1616579 | |
Current Fiscal Year End Date | --12-31 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 9255 Sunset Blvd. | |
Entity Address, Address Line Two | Suite 515 | |
Entity Address, City or Town | West Hollywood | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90069 | |
City Area Code | 424 | |
Local Phone Number | 343-8760 | |
Title of 12(b) Security | Class A ordinary shares, $0.0001 par value | |
Trading Symbol | LGVC | |
Security Exchange Name | NASDAQ | |
ICFR Auditor Attestation Flag | false | |
Entity Public Float | $ 254,012,000 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Auditor Name | WithumSmith+Brown, PC | |
Auditor Firm ID | 100 | |
Auditor Location | New York | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | LGVCU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Trading Symbol | LGVCW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 26,406,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,433,333 |
Balance Sheet
Balance Sheet | Dec. 31, 2021USD ($) |
Current assets | |
Cash | $ 881,842 |
Prepaid assets | 487,573 |
Total current assets | 1,369,415 |
Other assets | |
Cash held in Trust Account | 258,060,000 |
Reimbursement receivable | 2,974,500 |
Total Assets | 262,403,915 |
Current liabilities: | |
Accrued expenses | 17,815 |
Due to related party | 75,198 |
Total current liabilities | 93,013 |
Deferred advisory fees payable | 2,974,500 |
Deferred Underwriting Commissions Noncurrent | 9,915,000 |
Total liabilities | 12,982,513 |
Commitments | |
Class A ordinary shares subject to possible redemption, 25,300,000 shares at redemption value of $10.20 per share | 258,060,000 |
Shareholders' Deficit: | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 0 |
Accumulated deficit | (8,639,551) |
Total shareholders' deficit | (8,638,598) |
Total Liabilities and Shareholders' Deficit | 262,403,915 |
Common Class A [Member] | |
Current liabilities: | |
Class A ordinary shares subject to possible redemption, 25,300,000 shares at redemption value of $10.20 per share | 258,060,000 |
Shareholders' Deficit: | |
Common Stock | 110 |
Common Class B [Member] | |
Shareholders' Deficit: | |
Common Stock | $ 843 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Temporary Equity, Shares Outstanding | 25,300,000 |
Preferred stock par or stated value per share | $ / shares | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 |
Preferred stock shares issued | 0 |
Preferred stock shares outstanding | 0 |
Common Class A [Member] | |
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10.20 |
Temporary Equity, Shares Outstanding | 25,300,000 |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares authorized | 500,000,000 |
Common stock shares issued | 1,106,000 |
Common stock shares outstanding | 1,106,000 |
Common Class B [Member] | |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares authorized | 50,000,000 |
Common stock shares issued | 8,433,333 |
Common stock shares outstanding | 8,433,333 |
Statement of Operations
Statement of Operations | 5 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Formation and operating costs | $ 212,250 |
Loss from operations | (212,250) |
Other income (expense) | |
Interest Income | 15 |
Total other income | 15 |
Net loss | $ (212,235) |
Common Class A [Member] | |
Other income (expense) | |
Weighted average shares outstanding, basic and diluted | shares | 7,245,549 |
Basic and diluted net loss per share | $ / shares | $ (0.01) |
Common Class B [Member] | |
Other income (expense) | |
Weighted average shares outstanding, basic and diluted | shares | 6,119,309 |
Basic and diluted net loss per share | $ / shares | $ (0.01) |
Statement of Changes in Shareho
Statement of Changes in Shareholder's Deficit - 5 months ended Dec. 31, 2021 - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit | Common Class A [Member]Common Stock [Member] | Common Class B [Member]Common Stock [Member] |
Beginning Balance at Jul. 19, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning Balance (Shares) at Jul. 19, 2021 | 0 | 0 | |||
Class B ordinary shares to Sponsor | 25,000 | 24,157 | $ 843 | ||
Class B ordinary shares to Sponsor (Shares) | 8,433,333 | ||||
Consideration received for purchase of Private Placement Units by Sponsor | 11,060,000 | 11,059,890 | $ 110 | ||
Consideration received for purchase of Private Placement Units by Sponsor (Shares) | 1,106,000 | ||||
Proceeds allocated to Public Warrants | 14,294,500 | 14,294,500 | |||
Accretion of carrying value to redemption value of Class A ordinary shares | (33,805,863) | (25,378,547) | (8,427,316) | ||
Net loss | (212,235) | (212,235) | |||
Ending Balance at Dec. 31, 2021 | $ (8,638,598) | $ 0 | $ (8,639,551) | $ 110 | $ 843 |
Ending Balance (Shares) at Dec. 31, 2021 | 1,106,000 | 8,433,333 |
Statement of Cash Flows
Statement of Cash Flows | 5 Months Ended |
Dec. 31, 2021USD ($) | |
Cash Flows from Operating Activities | |
Net loss | $ (212,235) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Formation costs paid by Sponsor | 25,000 |
Operating Costs Paid by Sponsor | 75,198 |
Changes in current assets and current liabilities | |
Prepaid assets | (487,573) |
Accrued expenses | 17,815 |
Net cash used in operating activities | (581,795) |
Cash Flows from Investing Activitie | |
Investment of cash into Trust Account | (258,060,000) |
Cash Flows from Financing Activities | |
Proceeds from Initial Public Offering, net of underwriters' fees | 249,000,000 |
Proceeds from private placement | 11,060,000 |
Reimbursement of offering costs | 1,175,000 |
Payments of offering costs | (1,711,363) |
Net cash provided by financing activities | 259,523,637 |
Net Change in Cash | 881,842 |
Cash - Beginning | 0 |
Cash - Ending | 881,842 |
Supplemental Disclosure of Non-cash Financing Activities: | |
Deferred offering costs funded from reimbursement from underwriter | 25,000 |
Offering costs paid by the Sponsor in exchange for Class B ordinary shares | $ 25,000 |
Organization and Business Opera
Organization and Business Operations | 5 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General LAMF Global Ventures Corp. I (the “Company”) was incorporated as a Cayman Islands exempted company on July 20, 2021. The Company was incorporated for the purpose of effecting a business combination (the “Business combination”). The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location. The Company has selected December 31 as its fiscal year end. As of December 31, 2021, the Company had not yet commenced any operations. All activity for the period from July 20, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the Initial Public Offering (“IPO”), and subsequent to the IPO , the search for a prospective target business. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company generates non-operating income in the form of interest income on cash from the proceeds derived from the IPO. Financing The registration statement for the Company’s IPO was declared effective on November 10, 2021 (the “Effective Date”). On November 16, 2021, the Company consummated the sale of 25,300,000 Units, which included the full exercise by the underwriters of their over-allotment option (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), in the amount of 3,300,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $253,000,000. Simultaneously with the closing of the IPO, the Company consummated the sale of 1,106,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $11,060,000. Transaction costs amounted to $15,651,363, including $4,000,000 of underwriting fees, $9,915,000 of deferred underwriting fees and $1,736,363 of other offering costs. Trust Account Following the closing of the IPO on November 16, 2021, $258,060,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a Trust Account. As of December 31, 2021, the proceeds held in the Trust Account were held in cash. Initial 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 the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. The Company must complete one or more initial business combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial business combination. However, 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 of 1940, as amended (the “Investment Company Act”). There is no assurance the Company will be able to successfully effect a business combination. The Company will provide the holders (the “Public Shareholders”) of the outstanding Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), included in the Units sold in the IPO (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by the means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Articles”). In accordance with Accounting Standards Codification(“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require Class A ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., the Public Warrants (as defined in Note 3)), the initial carrying value of Class A ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the Articles, conduct redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor and the Company’s officers and directors have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased by them during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Articles provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the IPO, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Articles (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if it does not complete a Business Combination within18 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination by the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should 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 their deferred underwriting commissions (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only$10.20 per share held in the Trust Account. 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 for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.20 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 prospective target business who 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 our indemnity of the underwriters of this offering 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 the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary share 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) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholder’s equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. The Company has until May 16, 2023 (the “Combination Period”) to complete the initial business combination. If the Company is unable to complete the initial business combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. On December 30, 2021, the Company announced that holders of the Units sold in the Company’s IPO may elect to separately trade the Class A ordinary shares and Public Warrants included in the Units commencing on or about December 30, 2021. Each Unit consists of one Class A ordinary share and one-half of one redeemable Warrant to purchase one Class A ordinary share. Any Units not separated will continue to trade on the Nasdaq under the symbol “LGVCU,” and the Class A ordinary shares and Public Warrants will separately trade on Nasdaq under the symbols “LGVC” and “LGVCW,” respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A ordinary shares and Warrants. Liquidity and Capital Resources As of December 31, 2021, the Company had cash outside the Trust Account of $881,842 and working capital of $788,829. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a business combination or to redeem ordinary shares. As of December 31, 2021, none of the amount in the Trust Account was available to be withdrawn as described above. Until the consummation of the IPO, the Company’s only source of liquidity was an initial purchase of Founder Shares by the Sponsor and a promissory note from the Sponsor. On November 16, 2021, the Company consummated the IPO of 25,300,000 Units, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,300,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $253,000,000. Simultaneously with the closing of the IPO, the Company consummated the sale of 1,106,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $11,060,000. The Company anticipates that the $881,842 outside of the Trust Account as of December 31, 2021, will be sufficient to allow the Company to operate until May 16, 2023, assuming that a business combination is not consummated during that time. Until the consummation of its business combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans from the Initial Shareholders, the Company’s officers and directors, or their respective affiliates, for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the business combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 5 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. Cash Held in Trust Account As of December 31, 2021, the proceeds held in the Trust Account were held in cash. The Company subsequently invested the proceeds on February 3, 2022. Securities held in Trust Account may consist of United States Treasury securities. The Company classifies its United States Treasury securities, if any, as held-to-maturity in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Ordinary Shares Subject to Possible Redemption All of the 25,300,000 Public Shares contain a redemption feature which allows for their redemption in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the business combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of permanent equity. In accordance with the ASC 480-10-S99-3A, “Classification and Measurement of Redeemable Securities”, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company classified all of the Class A ordinary shares as redeemable. Immediately upon the closing of the Initial Public Offering, the Company recognized a one-time charge against additional paid-in capital (to the extent available) and accumulated deficit for the difference between the initial carrying value of the Class A ordinary shares and the redemption value. As of December 31, 2021, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 253,000,000 Less: Proceeds allocated to Public Warrants 14,294,500 Class A ordinary shares issuance costs 14,451,363 Plus: Accretion of carrying value to redemption value 33,805,863 Class A ordinary shares subject to possible redemption $ 258,060,000 Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. As of December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the period from July 20, 2021 (Inception) through December 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss ($ 99,511 ) ($ 84,043 ) Denominator: Weighted-average shares outstanding 7,245,549 6,119,309 Basic and diluted net loss per share ($ 0.01 ) ($ 0.01 ) Offering Costs associated with the Initial Public Offering Deferred offering costs consist of professional fees incurred through the balance sheet date that are directly related to the IPO. Offering costs amounting to $15,651,363 were charged to temporary shareholders’ equity upon the completion of the IPO. Income Taxes ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements The Company’s management does not believe that any recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC, if currently adopted, would have a material impact on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 5 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the IPO, the Company sold 25,300,000 Units, including 3,300,000 Units as a result of the underwriters’ full exercise of the over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable Warrant (each whole warrant, a “Public Warrant” and, together with the Private Placement Warrants (as defined in Note 4), the “Warrants”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (Note 7). The Warrants will become exercisable 30 days after the completion of our initial business combination, which may be within one year of the IPO, and will expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. |
Private Placement
Private Placement | 5 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Private Placement | Note 4 — Private Placement On November 16, 2021, simultaneously with the consummation of the IPO and the underwriters’ exercise of their over-allotment option, the Company consummated the issuance and sale of (“Private Placement”) 1,106,000 Private Placement Units in a private placement transaction at a price of $10.00 per Private Placement Unit, generating gross proceeds of $11,060,000. Each whole Private Placement Unit consists of one Class A ordinary share (each, a “Private Placement Share”) and one-half of one redeemable warrant (each, a “Private Placement Warrant”). Each whole Private Placement Warrant will be exercisable to purchase one Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Units 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 proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and all underlying securities will be worthless. |
Related Party Transactions
Related Party Transactions | 5 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On September 3, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover formation costs in exchange for an aggregate of 7,666,667 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). On November 10, 2021, the Company effected a share capitalization pursuant to which an additional 766,666 Founder Shares were issued to the Sponsor. All shares and associated amounts have been retroactively restated to reflect the share capitalization, resulting in an aggregate of 8,433,333 Founder Shares outstanding as of December 31, 2021. The Initial Shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earliest to occur of: (i) (x) with respect to one-third of such shares, until consummation of the initial Business Combination, (y) with respect to one-third of such shares, until the closing price of the Class A ordinary shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination and (z) with respect to one-third of such shares, until the closing price of the Class A ordinary shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination; (ii) two years after the consummation of the initial Business Combination; and (iii) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Shareholders with respect to any Founder Shares. Promissory Note – Related Party On September 3, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses related to the IPO. No amounts were borrowed from our Sponsor under the promissory note, and it expired on November 16, 2021. Due to Affiliate An affiliate of the Company advanced $75,198 for the cost of certain regulatory fees incurred by the Company. Management intends to reimburse these amounts to the affiliate subsequent to December 31, 2021. Related Party Loans In order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial business combination, the Company would repay the Working Capital Loans. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,200,000 of the Working Capital Loans may be convertible into Units of the post business combination entity at a price of $10.00 per Unit at the option of the lender. Such Units would be identical to the Private Placement Units. As of December 31, 2021, no such Working Capital Loans were outstanding. Administrative Services Agreement On November 10, 2021, the Company entered into an agreement to pay our Sponsor (and/or its affiliates or designees) an aggregate of $20,000 per month for office space and, secretarial, and administrative services. For the period from July 20, 2021 to December 31, 2021, the Company incurred $40,000 of administrative services under the arrangement. Upon the earlier of the Company’s consummation of a business combination or its liquidation, the Company will cease paying these monthly fees. |
Commitments and Contingencies
Commitments and Contingencies | 5 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Risks and Uncertainties On January 30, 2020, the World Health Organization announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the World Health Organization classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. Registration Rights The holders of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants, the Class A ordinary shares underlying the Private Placement Warrants and Private Placement Units that may be issued upon conversion of the Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to the registration rights agreement signed on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short-form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination. Underwriters Agreement The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to an additional 3,300,000 Units to cover over-allotments, if any, at the IPO price less underwriting discounts. On November 16, 2021, the underwriters elected to fully exercise the over-allotment option and purchased 3,300,000 Units. The underwriters received a cash underwriting discount of two percent (2%) of the gross proceeds of 20,000,000 of the Units sold in the IPO, or $4,000,000. The underwriters are entitled to deferred underwriting discounts of 2% of the gross proceeds of 2,000,000 Units, 3.5% of the gross proceeds of 22,000,000 Units, and 5.5% of the gross proceeds of all Units sold in the IPO ($9,915,000 in the aggregate) held in the Trust Account upon the completion of the initial business combination, subject to the terms of the underwriting agreement. Advisors’ Agreement The Company entered into a consulting and advisory agreement. The agreement provides for a fee of 0.6% of the IPO proceeds, of which $1,200,000 was paid at the closing of the IPO with the remainder deferred until the consummation of the Company’s initial Business Combination. Such amount was included in as part of the offering costs for the IPO. The underwriter agreed to reimburse the Company for this cost; a total of $1,175,000 was received from the underwriter at the time of closing of the IPO, and an additional $25,000 was paid by the underwriter to cover legal fees that were part of the offering costs. An additional fee of 1.05% of the IPO proceeds is to be paid upon consummation of the Company’s initial Business Combination. All fees under this agreement are subject to reimbursement to the Company from the underwriters. Accordingly, a reimbursement receivable and deferred advisory fees of $2,974,500 have been reflected in the accompanying balance sheet. |
Shareholder's Equity
Shareholder's Equity | 5 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Shareholder's Equity | Note 7 — Shareholders’ Equity Preference Shares Class A Ordinary Shares Class A ordinary shares issued and outstanding, all of which are classified in temporary equity. Class B Ordinary Shares The Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial business combination on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial business combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 25% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders and not including the Private Placement Shares), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any Private Placement Units 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. Prior to the closing of the initial business combination, only holders of Founder Shares will have the right to vote on continuing the Company in a jurisdiction outside of the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). With respect to any other matter submitted to a vote of the Company’s shareholders prior to or in connection with the completion of the initial business combination, including any vote in connection with the initial business combination, except as required by law, holders of the Founder Shares and holders of the Public Shares will vote together as a single class, with each share entitling the holder to one vote. Warrants The Warrants cannot be exercised until 30 days after the completion of the initial business combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial business combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Warrants is then effective and a prospectus relating thereto is current. No Warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a Warrant unless the Class A ordinary share issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the Class A ordinary share underlying such Unit. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants for cash: • in whole and not in part; • at a price of $0.01 per Warrant; • upon a minimum of a 30-day redemption period; and if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A ordinary shares and equity-linked securities for capital raising purposes in connection with the closing of the initial business combination) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrantholders. If the Company calls the Warrants for redemption as described above, the management will have the option to require all holders that wish to exercise Warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their Warrants on a “cashless basis,” the management will consider, among other factors, the Company’s cash position, the number of Warrants that are outstanding and the dilutive effect on the shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of the Warrants. In such event, each holder would pay the exercise price by surrendering the Warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the Warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the Warrants by (y) the fair market value. The “fair market value” will mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants. The Private Placement Warrants, as well as any Warrants underlying additional Units the Company may issue upon the conversion of Working Capital Loans, are identical to the Public Warrants. |
Subsequent Events
Subsequent Events | 5 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 5 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. |
Cash Held in Trust Account | Cash Held in Trust Account As of December 31, 2021, the proceeds held in the Trust Account were held in cash. The Company subsequently invested the proceeds on February 3, 2022. Securities held in Trust Account may consist of United States Treasury securities. The Company classifies its United States Treasury securities, if any, as held-to-maturity in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption All of the 25,300,000 Public Shares contain a redemption feature which allows for their redemption in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the business combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of permanent equity. In accordance with the ASC 480-10-S99-3A, “Classification and Measurement of Redeemable Securities”, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company classified all of the Class A ordinary shares as redeemable. Immediately upon the closing of the Initial Public Offering, the Company recognized a one-time charge against additional paid-in capital (to the extent available) and accumulated deficit for the difference between the initial carrying value of the Class A ordinary shares and the redemption value. As of December 31, 2021, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 253,000,000 Less: Proceeds allocated to Public Warrants 14,294,500 Class A ordinary shares issuance costs 14,451,363 Plus: Accretion of carrying value to redemption value 33,805,863 Class A ordinary shares subject to possible redemption $ 258,060,000 |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. As of December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the period from July 20, 2021 (Inception) through December 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss ($ 99,511 ) ($ 84,043 ) Denominator: Weighted-average shares outstanding 7,245,549 6,119,309 Basic and diluted net loss per share ($ 0.01 ) ($ 0.01 ) |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering Deferred offering costs consist of professional fees incurred through the balance sheet date that are directly related to the IPO. Offering costs amounting to $15,651,363 were charged to temporary shareholders’ equity upon the completion of the IPO. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Income Taxes | Income Taxes ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC, if currently adopted, would have a material impact on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 5 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of the Class A Ordinary Shares Reflected on the Balance Sheet | As of December 31, 2021, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 253,000,000 Less: Proceeds allocated to Public Warrants 14,294,500 Class A ordinary shares issuance costs 14,451,363 Plus: Accretion of carrying value to redemption value 33,805,863 Class A ordinary shares subject to possible redemption $ 258,060,000 |
Schedule of basic and diluted net income (loss) per common share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the period from July 20, 2021 (Inception) through December 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss ($ 99,511 ) ($ 84,043 ) Denominator: Weighted-average shares outstanding 7,245,549 6,119,309 Basic and diluted net loss per share ($ 0.01 ) ($ 0.01 ) |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Detail) - USD ($) | Nov. 16, 2021 | Dec. 31, 2021 |
Date of incorporation | Jul. 20, 2021 | |
Shares issued price per share | $ 10 | |
Proceeds from initial public offering | $ 253,000,000 | $ 249,000,000 |
Proceeds from private placement | 11,060,000 | 11,060,000 |
Adjustment to additional paid in capital stock issuance costs | 15,651,363 | |
Payment of cash underwriting discount | 4,000,000 | |
Deferred underwriting fees payable | 9,915,000 | |
Other offering costs | 1,736,363 | |
Minimum networth needed post combination | $ 5,000,001 | |
Percentage of the total public shares transferrable | 15.00% | |
Percentage of public shares due to be redeemed on non occurrence of business combination | 100.00% | |
Number of business days after the expiry date within which public shares shall be redeemed | 10 days | |
Estimated liquidation expenses payable | $ 100,000 | |
Payment to acquire restricted investments | 258,060,000 | |
cash outside the Trust Account | 881,842 | |
Working capital | 788,829 | |
Dissolution Expense | $ 100,000 | |
Maximum [Member] | ||
Per share amount to be maintained in the trust account | $ 10.20 | |
Minimum [Member] | ||
Per share amount to be maintained in the trust account | $ 10.20 | |
Minimum [Member] | Condition To Effect Business Combination [Member] | ||
Percentage of the fair value of the amount held in trust account excluding deferred underwriting commissions and income taxes | 80.00% | |
Equity method investment ownership percentage | 50.00% | |
Redemption value per share,common stock | $ 10.20 | |
Underwriting Agreement [Member] | ||
Payment of cash underwriting discount | 4,000,000 | |
Deferred underwriting fees payable | $ 9,915,000 | |
Common Class A [Member] | ||
Proceeds from initial public offering | $ 253,000,000 | |
Temporary equity par or stated value per share | $ 0.0001 | |
IPO [Member] | ||
Shares issued price per share | $ 10 | |
Payment to acquire restricted investments | $ 258,060,000 | |
Share Price | $ 10.20 | |
Private Placement [Member] | ||
Stock issued during the period shares new issues | 1,106,000 | |
Shares issued price per share | $ 10 | |
Private Placement [Member] | Sponsor [Member] | ||
Stock issued during the period shares new issues | 25,300,000 | |
Shares issued price per share | $ 10 | |
Over-Allotment Option [Member] | ||
Stock issued during the period shares new issues | 3,300,000 | |
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||
Stock issued during the period shares new issues | 3,300,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Nov. 16, 2021 | Dec. 31, 2021 |
Accounting Policies [Line Items] | ||
Cash equivalents | $ 0 | |
Adjustment to additional paid in capital stock issuance costs | $ 15,651,363 | |
Income tax expense benefit | 0 | |
Cash, FDIC Insured Amount | $ 250,000 | |
Maximum [Member] | ||
Accounting Policies [Line Items] | ||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Number of Shares | 25,300,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of the Class A Ordinary Shares Reflected on the Balance Sheet (Detail) - USD ($) | Nov. 16, 2021 | Dec. 31, 2021 |
Temporary Equity [Line Items] | ||
Gross proceeds from IPO | $ 253,000,000 | $ 249,000,000 |
Class A ordinary shares issuance costs | 1,711,363 | |
Class A ordinary shares subject to possible redemption | 258,060,000 | |
Common Class A [Member] | ||
Temporary Equity [Line Items] | ||
Gross proceeds from IPO | 253,000,000 | |
Proceeds allocated to Public Warrants | 14,294,500 | |
Class A ordinary shares issuance costs | 14,451,363 | |
Accretion of carrying value to redemption value | 33,805,863 | |
Class A ordinary shares subject to possible redemption | $ 258,060,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of basic and diluted net income (loss) per common share (Detail) | 5 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Common Class A [Member] | |
Class of Stock [Line Items] | |
Allocation of net loss | $ | $ (99,511) |
Weighted-average shares outstanding | shares | 7,245,549 |
Basic and diluted net loss per share | $ / shares | $ (0.01) |
Common Class B [Member] | |
Class of Stock [Line Items] | |
Allocation of net loss | $ | $ (84,043) |
Weighted-average shares outstanding | shares | 6,119,309 |
Basic and diluted net loss per share | $ / shares | $ (0.01) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | Dec. 31, 2021 | Nov. 16, 2021 |
Disclosure Of Initial Public Offering [Line Items] | ||
Shares issued price per share | $ 10 | |
Warrants and Rights Outstanding, Term | 5 years | |
Public Warrants [Member] | ||
Disclosure Of Initial Public Offering [Line Items] | ||
Class of warrants or rights exercise price per share | $ 11.50 | $ 11.50 |
IPO Including Over Allotment [Member] | ||
Disclosure Of Initial Public Offering [Line Items] | ||
Stock issued during the period shares new issues | 25,300,000 | |
Over-Allotment Option [Member] | ||
Disclosure Of Initial Public Offering [Line Items] | ||
Stock issued during the period shares new issues | 3,300,000 | |
IPO [Member] | ||
Disclosure Of Initial Public Offering [Line Items] | ||
Shares issued price per share | $ 10 | |
Class Of Warrants and Rights Exercisable after the completion of our initial business combination | 30 days | |
IPO [Member] | Minimum [Member] | ||
Disclosure Of Initial Public Offering [Line Items] | ||
Warrants and Rights Outstanding, Term | 1 year | |
IPO [Member] | Maximum [Member] | ||
Disclosure Of Initial Public Offering [Line Items] | ||
Warrants and Rights Outstanding, Term | 5 years |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Nov. 16, 2021 | Dec. 31, 2021 |
Disclosure Of Private Placement [Line Items] | ||
Shares issued price per share | $ 10 | |
Proceeds from private placement | $ 11,060,000 | $ 11,060,000 |
Private Placement [Member] | ||
Disclosure Of Private Placement [Line Items] | ||
Stock issued during the period shares new issues | 1,106,000 | |
Shares issued price per share | $ 10 | |
Class of warrants or rights exercise price per share | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 31, 2021 | Nov. 10, 2021 | Sep. 03, 2021 | Dec. 31, 2021 | Nov. 16, 2021 |
Related Party Transaction [Line Items] | |||||
Stock issued during the period for services value | $ 25,000 | ||||
Shares issued price per share | $ 10 | ||||
Accounts payable to related parties current | $ 75,198 | 75,198 | |||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | $ 40,000 | ||||
Founder [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock shares outstanding | 8,433,333 | 8,433,333 | |||
Sponsor [Member] | Loan Through Promissory Note From Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Promissory note, Face amount | $ 300,000 | $ 300,000 | |||
Notes payable to related party current | 0 | 0 | |||
Sponsor [Member] | Working Capital Loans [Member] | |||||
Related Party Transaction [Line Items] | |||||
Working Capital Loans Convertible Into Equity Warrants Value | $ 1,200,000 | $ 1,200,000 | |||
Working capital loans conversion price | $ 10 | $ 10 | |||
Bank overdraft | $ 0 | $ 0 | |||
Affiliate Of Sponsor [Member] | Administrative Support Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction amounts of transaction | $ 20,000 | ||||
Common Class A [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common stock shares outstanding | 1,106,000 | 1,106,000 | |||
Common Class A [Member] | Founder [Member] | Share Tranche Two [Member] | |||||
Related Party Transaction [Line Items] | |||||
Share price | $ 12 | $ 12 | |||
Number of days post business combination for determining the share price | 20 days | ||||
Number of consecutive trading days post business combination for determining the share price | 30 days | ||||
Common Class A [Member] | Founder [Member] | Share Tranche Three [Member] | |||||
Related Party Transaction [Line Items] | |||||
Share price | $ 15 | 15 | |||
Number of days post business combination for determining the share price | 20 days | ||||
Number of consecutive trading days post business combination for determining the share price | 30 days | ||||
Common Class A [Member] | Founder [Member] | After The Consummation Of Business Combination [Member] | |||||
Related Party Transaction [Line Items] | |||||
Lock in period of shares | 2 years | ||||
Common Class A [Member] | Founder [Member] | After The Consummation Of Liquidation Or Share Exchange [Member] | |||||
Related Party Transaction [Line Items] | |||||
Lock in period of shares | 2 years | ||||
Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during the period for services value | $ 25,000 | ||||
Shares issued price per share | $ 0.003 | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock shares outstanding | 8,433,333 | 8,433,333 | |||
Common Class B [Member] | Founder [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during the period for services shares | 7,666,667 | ||||
Common stock shares outstanding | 8,433,333 | 8,433,333 | |||
Share Capitalization [Member] | Common Class B [Member] | Founder [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during the period for services shares | 766,666 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Dec. 31, 2021 | Nov. 16, 2021 |
Other Commitments [Line Items] | ||
Payment of cash underwriting discount | $ 4,000,000 | |
Deferred underwriting fees payable | $ 9,915,000 | |
Deferred Advisory Fee | $ 2,974,500 | |
Underwriting Agreement [Member] | ||
Other Commitments [Line Items] | ||
Underwriting discount as a percentage of units sold in public offer | 2.00% | |
Deferred underwriting discount as a percentage of number of units sold | 2.00% | |
Deferred underwriting discount as a percentage of number of units sold one | 3.50% | |
Aggregate deferred underwriting discount as a percentage of number of units sold | 5.50% | |
Number of units sold pursuant to public offer used as a base for calculating underwriting discount | 20,000,000 | |
Number of units sold pursuant to public offer used as a base for calculating deferred underwriting discount | 2,000,000 | |
Payment of cash underwriting discount | $ 4,000,000 | |
Deferred underwriting fees payable | $ 9,915,000 | |
Number Of Units Sold Pursuant To Public Offer Used As A Base For Calculating Deferred Underwriting Discount One | 22,000,000 | |
Consulting and Advisory Agreement [Member] | ||
Other Commitments [Line Items] | ||
Underwriting Expense Paid | $ | 1,200,000 | |
Reimbursement of underwriting fees at the time of closing of the IPO | 1,175,000 | |
Reimbursement of underwriting legal fees part of the offering costs | $ 25,000 | |
Consulting and Advisory Agreement [Member] | Maximum [Member] | ||
Other Commitments [Line Items] | ||
Underwriting Consulting Fee Percentage | 1.05% | |
Consulting and Advisory Agreement [Member] | Minimum [Member] | ||
Other Commitments [Line Items] | ||
Underwriting Consulting Fee Percentage | 0.60% | |
Over-Allotment Option [Member] | ||
Other Commitments [Line Items] | ||
Overallotment Option Vesting Period | 45 days | |
Stock issued during the period shares | 3,300,000 | |
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||
Other Commitments [Line Items] | ||
Stock issued during the period shares | 3,300,000 |
Shareholder's Equity - Addition
Shareholder's Equity - Additional Information (Detail) | Dec. 31, 2021$ / sharesshares | Nov. 16, 2021$ / shares | Sep. 03, 2021$ / shares |
Class of Stock [Line Items] | |||
Preferred stock shares authorized | 1,000,000 | ||
Preferred stock par or stated value per share | $ / shares | $ 0.0001 | ||
Preferred stock shares issued | 0 | ||
Preferred stock shares outstanding | 0 | ||
Shares issued price per share | $ / shares | $ 10 | ||
Number of days after the consummation of business combination for warrants to be excercised | 30 days | ||
Class of warrants or rights maturity | 5 years | ||
Class of warrants or rights redemption price per unit | $ / shares | $ 0.01 | ||
Minimum notice period to be given to holders of warrants prior to redemption | 30 days | ||
Number of trading days for determning the excercie price of warrants | 10 days | ||
Temporary equity shares outstanding | 25,300,000 | ||
Public Warrants [Member] | |||
Class of Stock [Line Items] | |||
Class of warrants or rights exercise price | $ / shares | $ 11.50 | $ 11.50 | |
Public Warrants [Member] | Share Price Trigerring The Redemption Of Warrants [Member] | |||
Class of Stock [Line Items] | |||
Share price | $ / shares | $ 18 | ||
Number of trading days for determining the share price | 20 days | ||
Number of consecutive trading days for determining the share price | 30 days | ||
Public Warrants [Member] | Prospective Event Trigeering Adjustment To Exercise Price Of Warrants [Member] | |||
Class of Stock [Line Items] | |||
Shares issued price per share | $ / shares | $ 9.20 | ||
Adjusted percentage of exercise price of warrants | 115.00% | ||
Share price | $ / shares | $ 18 | ||
Adjusted percentage of redemption trigger price of shares | 180.00% | ||
Founder [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares outstanding | 8,433,333 | ||
Ratio of conversion of shares from one class to another | 1 | ||
Minimum [Member] | Public Warrants [Member] | Prospective Event Trigeering Adjustment To Exercise Price Of Warrants [Member] | |||
Class of Stock [Line Items] | |||
Percentage of proceeds from equity issuance used or to be used for business combination | 60.00% | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares authorized | 500,000,000 | ||
Common stock par or stated value per share | $ / shares | $ 0.0001 | ||
Common stock shares issued | 1,106,000 | ||
Common stock shares outstanding | 1,106,000 | ||
Temporary equity shares issued | 25,300,000 | ||
Temporary equity shares outstanding | 25,300,000 | ||
Common Class A [Member] | Public Warrants [Member] | Prospective Event Trigeering Adjustment To Exercise Price Of Warrants [Member] | |||
Class of Stock [Line Items] | |||
Number of trading days for determining the volume weighted average share price | 20 days | ||
Volume weighted average share price | $ / shares | $ 9.20 | ||
Common Class A [Member] | Maximum [Member] | Founder [Member] | |||
Class of Stock [Line Items] | |||
Percentage of outstanding shares after conversion from one class to another | 25.00% | ||
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares authorized | 50,000,000 | ||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 8,433,333 | ||
Common stock shares outstanding | 8,433,333 | ||
Shares issued price per share | $ / shares | $ 0.003 | ||
Common Class B [Member] | Founder [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares outstanding | 8,433,333 |