Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | Oaktree Acquisition Corp. II | |
Entity Central Index Key | 0001820931 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, State or Province | CA | |
Entity File Number | 001-39526 | |
Entity Address, Address Line One | 333 South Grand Avenue | |
Entity Address, Address Line Two | 28th Floor | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, City or Town | Los Angeles | |
Entity Address, Postal Zip Code | 90071 | |
City Area Code | 213 | |
Local Phone Number | 830-6300 | |
Entity Tax Identification Number | 98-1551592 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | OACB | |
Security Exchange Name | NYSE | |
Title of 12(b) Security | Class A ordinary share, par value $0.0001 per share | |
Entity Common Stock, Shares Outstanding | 25,000,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,250,000 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | OACB.U | |
Security Exchange Name | NYSE | |
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | OACB WS | |
Security Exchange Name | NYSE | |
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 505,919 | $ 587,171 |
Prepaid expenses | 126,250 | 100,000 |
Total current assets | 632,169 | 687,171 |
Investments held in Trust Account | 250,059,306 | 250,034,128 |
Total assets | 250,691,475 | 250,721,299 |
Current liabilities: | ||
Accounts payable | 155,597 | 233,405 |
Accrued expenses | 5,954,183 | 4,784,896 |
Accrued expenses—related party | 309,947 | 240,822 |
Advance from related party | 119,159 | 119,159 |
Total current liabilities | 6,538,886 | 5,378,282 |
Deferred legal fees | 100,000 | 100,000 |
Deferred underwriting commissions | 8,750,000 | 8,750,000 |
Derivative warrant liabilities | 7,095,830 | 11,571,670 |
Total liabilities | 22,484,716 | 25,799,952 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, $0.0001 per share; 25,000,000 shares outstanding at March 31, 2022 and December 31, 2021, respectively | 250,000,000 | 250,000,000 |
Shareholders' Equity: | ||
Preference shares | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (21,793,866) | (25,079,278) |
Total shareholders' equity | (21,793,241) | (25,078,653) |
Total Liabilities, Class A ordinary shares subject to possible redemption, and Shareholders' Deficit | 250,691,475 | 250,721,299 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, $0.0001 per share; 25,000,000 shares outstanding at March 31, 2022 and December 31, 2021, respectively | 250,000,000 | |
Shareholders' Equity: | ||
Ordinary shares | 0 | 0 |
Common Class B [Member] | ||
Shareholders' Equity: | ||
Ordinary shares | $ 625 | $ 625 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary Equity Shares issued | 25,000,000 | 25,000,000 |
Temporary shares outstanding | 25,000,000 | 25,000,000 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 300,000,000 | 300,000,000 |
Common stock shares issued | 25,000,000 | 25,000,000 |
Common Class B [Member] | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 30,000,000 | 30,000,000 |
Common stock shares issued | 6,250,000 | 6,250,000 |
Common stock, shares outstanding | 6,250,000 | 6,250,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
General and administrative expenses | $ 1,215,606 | $ 545,560 |
Loss from operations | (1,215,606) | (545,560) |
Other income | ||
Change in fair value of derivative warrant liabilities | 4,475,840 | 7,607,550 |
Net gain on investments held in Trust Account | 25,178 | 7,027 |
Total other income | 4,501,018 | 7,614,577 |
Net income | 3,285,412 | 7,069,017 |
Class A ordinary shares | ||
Other income | ||
Net income | $ 2,628,330 | $ 5,655,214 |
Basic and diluted weighted average shares outstanding | 25,000,000 | 25,000,000 |
Basic and diluted net income per share | $ 0.11 | $ 0.23 |
Class B ordinary shares | ||
Other income | ||
Net income | $ 657,082 | $ 1,413,803 |
Basic and diluted weighted average shares outstanding | 6,250,000 | 6,250,000 |
Basic and diluted net income per share | $ 0.11 | $ 0.23 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Deficit - USD ($) | Total | Common Class A [Member] | Common Class B [Member] | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2020 | $ (29,071,814) | $ 0 | $ 625 | $ (29,072,439) | |||
Beginning balance (Shares) at Dec. 31, 2020 | 0 | 6,250,000 | |||||
Net income | 7,069,017 | $ 5,655,214 | $ 1,413,803 | 7,069,017 | |||
Ending Balance at Mar. 31, 2021 | (22,002,797) | $ 0 | $ 625 | (22,003,422) | |||
Ending Balance (Shares) at Mar. 31, 2021 | 0 | 6,250,000 | |||||
Beginning balance at Dec. 31, 2021 | (25,078,653) | $ 0 | $ 625 | $ 0 | (25,079,278) | ||
Beginning balance (Shares) at Dec. 31, 2021 | 0 | 6,250,000 | |||||
Net income | 3,285,412 | $ 2,628,330 | $ 657,082 | 3,285,412 | |||
Ending Balance at Mar. 31, 2022 | $ (21,793,241) | $ 0 | $ 625 | $ (21,793,866) | |||
Ending Balance (Shares) at Mar. 31, 2022 | 0 | 6,250,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 3,285,412 | $ 7,069,017 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Net gain on investments held in Trust Account | (25,178) | (7,027) |
Change in fair value of derivative warrant liabilities | (4,475,840) | (7,607,550) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (26,250) | (18,172) |
Accounts payable | (77,808) | 20,242 |
Accrued expenses | 1,169,287 | 382,554 |
Accrued expenses—related party | 69,125 | 54,784 |
Net cash used in operating activities | (81,252) | (106,152) |
Cash Flows from Financing Activities: | ||
Offering costs paid | 0 | (85,000) |
Net cash used in financing activities | 0 | (85,000) |
Net change in cash | (81,252) | (191,152) |
Cash—beginning of the period | 587,171 | 1,277,714 |
Cash—end of the period | $ 505,919 | $ 1,086,562 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Description Of Organization Business Operations And Basis Of Presentation [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation Oaktree Acquisition Corp. II (the “Company”) was incorporated as a Cayman Islands exempted company on August 5, 2020. 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 or entities (the “Business Combination”). As of March 31, 2022, the Company had not commenced any operations. All activity for the period from August 5, 2020 (inception) through March 31, 2022 relates to the Company’s formation, the initial public offering described below and since the closing of the initial public offering, the search for a prospective initial business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is Oaktree Acquisition Holdings II, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on September 16, 2020. On September 21, 2020, the Company consummated its Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 2,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.5 million, inclusive of approximately $8.8 million in deferred underwriting commissions (see Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,666,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $7.0 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $250.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of 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 assets held in the Trust Account (as defined below) (net of amounts previously disbursed to management for Regulatory Withdrawals (as defined below) and excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business The Company will provide the holders (the “Public Shareholders”) of 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 means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share non-public Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association will 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 Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the amended and restated memorandum and articles of association (a) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or September 21, 2022 (the “Combination Period”) or (b) with respect to any other provision relating to shareholders’ rights or pre-initial If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The Sponsor 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 Sponsor or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, 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 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 $10.00 per share initially 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 discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination—Alvotech Holdings, S.A. On December 7, 2021, the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Alvotech Holdings S.A., a public limited liability company ( société anonyme société par actions simplifiée president The Business Combination Agreement provides for, among other things, the following transactions on the closing date: (a) at the First Merger Effective Time (as defined in the Business Combination Agreement), the Company will merge with and into TopCo, whereby (i) all of the outstanding Class A ordinary shares of the Company, par value $0.0001 per share (the “OACB Class A Ordinary Shares”) and the Company’s Class B ordinary shares, par value $0.0001 (the “OACB Class B Ordinary Shares”, and together with the OACB Class A Ordinary Shares, the “OACB Ordinary Shares”) will be exchanged for ordinary shares of TopCo (the “TopCo Ordinary Shares”) and (ii) all of the outstanding warrants of the Company included in the units sold in the Company’s initial public offering and all of the outstanding warrants of the Company purchased in a private placement in connection with the Company’s initial public offering (the “OACB Warrants”) will be converted into warrants of TopCo with substantially the same terms as the OACB Warrants (the “TopCo Warrants”), with TopCo as the surviving company in the merger (the “First Merger”); (b) immediately after the effectiveness of the First Merger, TopCo will redeem and cancel the shares held by the initial sole shareholder of TopCo pursuant to a share capital reduction of TopCo (the “Redemption”); (c) immediately after the effectiveness of the First Merger and the Redemption, the legal form of TopCo shall be changed from a simplified joint stock company ( société par actions simplifiée société anonyme Concurrently with the execution of the Business Combination Agreement, the Company and TopCo entered into subscription agreements with certain U.S.-based institutional and accredited investors (each a “U.S. Subscription Agreement”) and non-U.S. the Company The closing of the PIPE Financing is subject to customary conditions for a financing of this nature, including the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that TopCo will grant the investors in the PIPE Financing certain customary registration rights with respect to their TopCo Ordinary Shares following the closing of the Business Combination. Pursuant to the Business Combination Agreement, within 24-hours Refer to the Company’s definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 10, 2022 and mailed to shareholders on or about May 12, 2022 for additional information. Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and Article 10 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 Going Concern As of March 31, 2022, the Company had approximately $506,000 in its operating bank account and negative working capital of approximately $5.9 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of approximately $119,000 from the Sponsor pursuant to the Expense Reimbursement Agreement (see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. To date, the loan remains outstanding. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of March 31, 2022, there were no amounts outstanding under any Working Capital Loan. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. 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 a potential transaction, and reducing overhead expenses. In connection with the Company’s assessment of going concern considerations in accordance with the FASB’s ASC Topic 205-40, “Basis of Presentation – Going Concern,” management has determined that the level of working capital raises substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate, September 21, 2022. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate, September 21, 2022. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Use of Estimates The preparation of these 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 at the date of the financial statements. 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at March 31, 2022 and December 31, 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in the income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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 limit Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. Fair Value Measurements The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets other than quoted prices included within Level 1 that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement was initially measured at fair value using a Monte Carlo simulation model. The fair value of warrants issued in connection with the Company’s Initial Public Offering has subsequently been measured based on the listed market price of such warrants. The subsequent fair value estimates of the Private Placement Warrants are measured using a combination of a Monte Carlo simulation model and the listed public warrant price. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A 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) are 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, as of March 31, 2022 and December 31, 2021, 25,000,000 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 sheets. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Income Taxes FASB ASC Topic 740, “Income Taxes” 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 March 31, 2022 and December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. 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 March 31, 2022 and 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Ordinary Share The Company has two classes of shares, 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 computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 10,916,667, of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended March 31, 2022 and 2021. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary share: For the Three Months Ended For the Three Months Ended March 31, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 2,628,330 $ 657,082 $ 5,655,214 $ 1,413,803 Denominator: Basic and diluted weighted average ordinary shares outstanding 25,000,000 6,250,000 25,000,000 6,250,000 Basic and diluted net income per ordinary share $ 0.11 $ 0.11 $ 0.23 $ 0.23 Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On September 21, 2020, the Company consummated its Initial Public Offering of 25,000,000 Units, including 2,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.5 million, inclusive of approximately $8.8 million in deferred underwriting commissions. Each Unit consisted of one Class A ordinary share, and one-fourth |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On August 7, 2020, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in exchange for issuance of 6,468,750 Class B ordinary shares, par value $0.0001, (the “Founder Shares”). The Sponsor agreed to forfeit up to 843,750 Founder Shares to the extent that the over- allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On September 21, 2020, the underwriters partially exercised the over-allotment option to purchase 2,500,000 Over-Allotment Units; thus, an aggregate of 218,750 Founder Shares were forfeited accordingly. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,666,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $7.0 million. 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 Private Placement Warrants was added to the proceeds from the Initial Public Offering 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 The Sponsor and the Company’s officers and directors 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. Expense Reimbursement Agreement On August 7, 2020, the Sponsor agreed pursuant to an expense reimbursement agreement (“Expense Reimbursement Agreement”) to advance the Company up to $300,000 to pay for a portion of the expenses in connection with the Initial Public Offering. As of March 31, 2022 and December 31, 2021, the Company has a loan balance of approximately $119,000 from the Sponsor. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date the Company’s securities were first listed on the New York Stock Exchange, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $30,000 and $30,000 in expenses in connection with such services during the three months ended March 31, 2022 and 2021, respectively, as reflected in the accompanying unaudited condensed statements As of March 31, 2022 and December 31, 2021, the Company had accompanying condensed balance |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 5—Commitments and Contingencies Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per unit, or $5.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $8.8 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. 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. Deferred Legal Fees The Company entered into an engagement letter to obtain legal advisory services, pursuant to which the Company’s legal counsel agreed to defer an aggregate of $100,000 of their fees in connection with the Initial Public Offering until the closing of the Initial Business Combination. The deferred fee will become payable to the legal counsel from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination. As of March 31, 2022 and December 31, 2021, the Company recorded an aggregate of $100,000 in connection with such arrangement as deferred legal fees in the accompanying balance sheets. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these financial statements. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 3 Months Ended |
Mar. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | Note 6 — Class A Ordinary Shares Subject to Possible 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. The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of March 31, 2022 and December 31, 2021, there were 25,000,000 Class A ordinary shares outstanding, all of which were subject to possible redemption. The Class A ordinary shares issued in the Initial Public Offering, including those issued as part of the Over-Allotment Units were recognized in Class A ordinary shares subject to possible redemption as follows: Gross Proceeds $ 250,000,000 Less: Offering costs allocated to Class A shares subject to possible redemption (14,025,419 ) Proceeds allocated to Public Warrants at issuance (7,260,600 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 21,286,019 Class A ordinary shares subject to possible redemption $ 250,000,000 |
Shareholders' Deficit
Shareholders' Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | Note 7—Shareholders’ Deficit Class A Ordinary Shares Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. 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 shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Company’s initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted Preference Shares |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | Note 8—Derivative Warrant Liabilities As of March 31, 2022 and December 31, 2021, the Company has 6,250,000 and 4,666,667 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. 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 Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per whole share, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company and, (i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to the Company or its affiliates, without taking into account the transfer of Founder Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with 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 on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to 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 $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; 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) for any 20 trading days within a 30-trading The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the reported closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading The “fair market value” of the Class A ordinary shares for the above purpose shall mean the average last reported sale price of Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjust ment). If the Company has not completed the initial 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 worth less. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9—Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2022 Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account $ 250,059,306 $ — $ — Liabilities: Derivative warrant liabilities-public warrants $ 4,062,500 $ — $ — Derivative warrant liabilities-private warrants — $ 3,033,330 $ — December 31, 2021 Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account $ 250,034,128 $ — $ — Liabilities: Derivative warrant liabilities-public warrants $ 6,625,000 $ — $ — Derivative warrant liabilities-private warrants $ — $ 4,946,670 $ — Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The private warrants were transferred from a Level 3 measurement to a Level 2 measurement during 2021 as the private warrants are viewed as economically equivalent to the public warrants. Level 1 assets include investments in mutual funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants was initially measured at fair value using a Monte Carlo simulation model, and subsequently, the fair value of the Private Placement Warrants has been estimated using a combination of a Monte Carlo simulation model and the Public Warrant prices each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering has been measured based on the listed market price of such warrants, a Level 1 measurement, since November 2020. For the three months ended March 31, 2022 and 202 1 Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The change in the fair value of the level 3 derivative warrant liabilities for the three months ended March 31, 2021 is summarized as follows: Derivative warrant liabilities at December 31, 2020 $ 9,427,520 Change in fair value of derivative warrant liabilities (3,490,580 ) Derivative warrant liabilities at March 31, 2021 $ 5,936,940 The Private Placement Warrants were classified as level 2 during the six months ended June 30, 2021 and there was no change in fair value of level 3 derivatives for the three months ended March 31, 2022. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date through the date that the condensed financial statements were issued. Based upon this review, except as noted below the Company did not identify any subsequent events that have not been disclosed in the condensed financial statements. Amendment to Business Combination Agreement On April 18, 2022, the Company and Alvotech entered into an amendment (“Amendment No. 1”) to the Business Combination Agreement. Amendment No. 1 modifies the Business Combination Agreement (i) to lower the Minimum Cash Condition (as defined in the Business Combination Agreement) from $300,000,000 to $250,000,000, (ii) to increase the principle amount of indebtedness Alvotech can incur in any debt financing transactions, in the aggregate, prior to the closing of the Business Combination without the prior written consent of the Company from $50,000,000 to $90,000,000 and (iii) provide that the aggregate proceeds in excess of $90,000,000 of any debt financing funded or available to be funded to Alvotech prior to the closing of the Business Combination (and, for the avoidance of doubt, after the date of the Business Combination Agreement), at or following the closing of the Business Combination are to be credited towards the Minimum Cash Condition. Proxy Statement/Prospectus Effectiveness On May 10, 2022, the proxy statement/prospectus was declared effective and on May 12, 2022, the Company commenced with mailing the proxy materials to the Company’s shareholders ahead of the Extraordinary General Meeting of the Company’s shareholders on June 7, 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of these 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 at the date of the financial statements. 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at March 31, 2022 and December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in the income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
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 limit |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. |
Fair Value Measurements | Fair Value Measurements The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets other than quoted prices included within Level 1 that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement was initially measured at fair value using a Monte Carlo simulation model. The fair value of warrants issued in connection with the Company’s Initial Public Offering has subsequently been measured based on the listed market price of such warrants. The subsequent fair value estimates of the Private Placement Warrants are measured using a combination of a Monte Carlo simulation model and the listed public warrant price. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current |
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 ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A 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) are 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, as of March 31, 2022 and December 31, 2021, 25,000,000 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 sheets. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in |
Income Taxes | Income Taxes FASB ASC Topic 740, “Income Taxes” 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 March 31, 2022 and December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. 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 March 31, 2022 and 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company has two classes of shares, 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 computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 10,916,667, of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended March 31, 2022 and 2021. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary share: For the Three Months Ended For the Three Months Ended March 31, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 2,628,330 $ 657,082 $ 5,655,214 $ 1,413,803 Denominator: Basic and diluted weighted average ordinary shares outstanding 25,000,000 6,250,000 25,000,000 6,250,000 Basic and diluted net income per ordinary share $ 0.11 $ 0.11 $ 0.23 $ 0.23 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Accounting Policies [Abstract] | |
Schedule of earnings per share basic and diluted | The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary share: For the Three Months Ended For the Three Months Ended March 31, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 2,628,330 $ 657,082 $ 5,655,214 $ 1,413,803 Denominator: Basic and diluted weighted average ordinary shares outstanding 25,000,000 6,250,000 25,000,000 6,250,000 Basic and diluted net income per ordinary share $ 0.11 $ 0.11 $ 0.23 $ 0.23 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Reconciliation of Class A ordinary shares subject to possible redemption | The Class A ordinary shares issued in the Initial Public Offering, including those issued as part of the Over-Allotment Units were recognized in Class A ordinary shares subject to possible redemption as follows: Gross Proceeds $ 250,000,000 Less: Offering costs allocated to Class A shares subject to possible redemption (14,025,419 ) Proceeds allocated to Public Warrants at issuance (7,260,600 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 21,286,019 Class A ordinary shares subject to possible redemption $ 250,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value assets measured on recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2022 Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account $ 250,059,306 $ — $ — Liabilities: Derivative warrant liabilities-public warrants $ 4,062,500 $ — $ — Derivative warrant liabilities-private warrants — $ 3,033,330 $ — December 31, 2021 Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account $ 250,034,128 $ — $ — Liabilities: Derivative warrant liabilities-public warrants $ 6,625,000 $ — $ — Derivative warrant liabilities-private warrants $ — $ 4,946,670 $ — |
Summary of change in the fair value of the derivative warrant liabilities | The change in the fair value of the level 3 derivative warrant liabilities for the three months ended March 31, 2021 is summarized as follows: Derivative warrant liabilities at December 31, 2020 $ 9,427,520 Change in fair value of derivative warrant liabilities (3,490,580 ) Derivative warrant liabilities at March 31, 2021 $ 5,936,940 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($) | Jan. 18, 2022 | Sep. 21, 2020 | Mar. 31, 2022 | Dec. 31, 2021 |
Initial public offer, offering cost | $ 14,500,000 | |||
Initial public offer, share price | $ 10 | |||
Securities maturity period | 185 days | |||
Business combination conditions | The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of 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 assets held in the Trust Account (as defined below) (net of amounts previously disbursed to management for Regulatory Withdrawals (as defined below) and excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the signing 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. | |||
Temporary equity redemption price per share | $ 10 | |||
Business combination covenant terms | In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination | |||
Description of results for non compliance with business combination | The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the amended and restated memorandum and articles of association (a) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or September 21, 2022 | |||
Working capital | $ 5,900,000 | |||
Receipts from capital contributions by sponsors | 25,000 | |||
Due to related parties current | 119,000 | |||
Cash | 506,000 | |||
Working capital loan | 0 | |||
Maximum regulatory withdrawal | 250,000 | |||
Topco Ordinary Shares [Member] | Subsequent Subscribers [Member] | Top Co [Member] | Oaktree Acquisition Corp. I [Member] | Subscription Agreement [Member] | ||||
Initial public offer, shares issued | 2,100,000 | |||
Initial public offer, share price | $ 10 | |||
Topco Ordinary Shares [Member] | PIPE Financing [Member] | Top Co [Member] | Oaktree Acquisition Corp. I [Member] | Subscription Agreement [Member] | ||||
Initial public offer, shares issued | 17,493,000 | |||
Gross Proceeds From Issuance Of Common Stock | $ 153,300,000 | |||
Common Class A [Member] | ||||
Proceeds from issuance initial public offering | $ 250,000,000 | |||
Common stock par value | $ 0.0001 | $ 0.0001 | ||
Temporary equity redemption price per share | 10 | |||
Shares Issued, Price Per Share | 9.20 | |||
OACB Class A Ordinary Shares [Member] | ||||
Initial public offer, share price | 10 | |||
Common stock par value | $ 0.0001 | |||
Top Co Ordinary Shares [Member] | ||||
Initial public offer, shares issued | 15,330,000 | |||
Common Stock, Shares, Outstanding | 218,930,000 | |||
Shares Issued, Price Per Share | $ 10 | |||
Top Co Ordinary Shares [Member] | Topco Ordinary Shares [Member] | Subsequent Subscribers [Member] | Oaktree Acquisition Corp. I [Member] | Subscription Agreement [Member] | ||||
Gross Proceeds From Issuance Of Common Stock | 21,000,000 | |||
Top Co Ordinary Shares [Member] | Topco Ordinary Shares [Member] | PIPE Financing [Member] | Oaktree Acquisition Corp. I [Member] | Subscription Agreement [Member] | ||||
Gross Proceeds From Issuance Of Common Stock | $ 174,930,000 | |||
Maximum [Member] | ||||
Dissolution expense | $ 100,000 | |||
Private Placement [Member] | ||||
Warrants issued | 4,666,667 | |||
Warrants prices | $ 1.50 | |||
Proceeds from issuance of private placement warrants | $ 7,000,000 | |||
IPO [Member] | ||||
Initial public offer, shares issued | 25,000,000 | |||
Proceeds from issuance initial public offering | $ 250,000,000 | |||
Initial public offer, share price | $ 10 | |||
Proceeds from issuance of private placement warrants | $ 250,000,000 | |||
Percentage of temporary equity redemption | 15.00% | |||
IPO [Member] | Common Class A [Member] | ||||
Sale of stock issue price per share | $ 10 | |||
Over-Allotment Option [Member] | ||||
Initial public offer, shares issued | 2,500,000 | |||
Deferred underwriting commission | $ 8,800,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Federal deposit insurance coverage amount | $ 250,000 | $ 250,000 |
Common Class A [Member] | ||
Temporary shares outstanding | 25,000,000 | 25,000,000 |
Common Stock [Member] | ||
Antidilutive securities | 10,916,667 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule Of Earnings Per Share Basic and Diluted (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Allocation of net income | $ 3,285,412 | $ 7,069,017 |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income | $ 2,628,330 | $ 5,655,214 |
Denominator: | ||
Basic and diluted weighted average common shares outstanding | 25,000,000 | 25,000,000 |
Basic and diluted net income per common share | $ 0.11 | $ 0.23 |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income | $ 657,082 | $ 1,413,803 |
Denominator: | ||
Basic and diluted weighted average common shares outstanding | 6,250,000 | 6,250,000 |
Basic and diluted net income per common share | $ 0.11 | $ 0.23 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Sep. 21, 2020 | Mar. 31, 2022 |
Class of warrants exercise price | $ 11.50 | |
Over-Allotment Option [Member] | ||
Capital units issued | 2,500,000 | |
Capital units price per share | $ 10 | |
Proceeds from capital units issuance | $ 250 | |
Offering cost of capital units | 14.5 | |
Deferred underwriting commission | $ 8.8 | |
IPO [Member] | ||
Capital units issued | 25,000,000 | |
Common Class A [Member] | ||
Class of warrants exercise price | $ 11.50 | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Sep. 21, 2020 | Aug. 07, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Related party transaction expense | $ 25,000 | $ 10,000 | |||
Percentage of founder shares on outstanding shares | 20.00% | ||||
Common stock shares resale or transfer share price threshold | $ 12 | ||||
Class of warrants redemption exercise price | $ 11.50 | ||||
Advances from related party agreed amount | $ 300,000 | ||||
Due to related parties current | $ 119,000 | ||||
Expense Reimbursement Agreement [Member] | |||||
Due to related parties current | 119,000 | $ 119,000 | |||
Administrative Support Agreement [Member] | |||||
Related party transaction expense | 30,000 | $ 30,000 | |||
Accrued expenses—related party | $ 185,000 | $ 155,000 | |||
Private Placement [Member] | |||||
Warrants issued | 4,666,667 | ||||
Warrants prices | $ 1.50 | ||||
Proceeds from issuance of private placement warrants | $ 7,000,000 | ||||
Working capital loans eligible for conversion into warrants | $ 1,500,000 | ||||
Warrant conversion price | $ 1.50 | ||||
Over-Allotment Option [Member] | |||||
Founder shares subject to forfeited over-allotment | 218,750 | ||||
Options exercised to purchase number of units | 2,500,000 | ||||
Common Class A [Member] | |||||
Common stock par value | 0.0001 | $ 0.0001 | |||
Class of warrants redemption exercise price | $ 11.50 | $ 11.50 | |||
Common Class B [Member] | |||||
Common stock, shares outstanding | 6,468,750 | 6,250,000 | 6,250,000 | ||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Maximum [Member] | |||||
Founder shares subject to redemption | 843,750 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Sep. 21, 2020 | Sep. 21, 2020 | Mar. 31, 2022 | Dec. 31, 2021 |
Statements [Line Items] | ||||
Deferred legal fees | $ 100,000 | $ 100,000 | ||
Legal fees payable | $ 100,000 | |||
Over-Allotment Option [Member] | ||||
Statements [Line Items] | ||||
Options available to purchase | 3,375,000 | |||
Capital Units Issued | 2,500,000 | |||
Underwriting discount per unit | $ 0.20 | $ 0.20 | ||
Underwriting income loss | $ 5,000,000 | |||
Deferred Underwriting Commission | $ 8,800,000 | |||
Over-Allotment Option [Member] | Additional [Member] | ||||
Statements [Line Items] | ||||
Underwriting discount per unit | $ 0.35 | $ 0.35 | ||
Deferred Underwriting Commission | $ 8,800,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member] - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Temporary Equity [Line Items] | ||
Temporary equity shares authorized | 300,000,000 | |
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity shares outstanding | 25,000,000 | 25,000,000 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption - Schedule of Reconciliation of Class A Ordinary Shares Subject to Possible Redemption (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||
Class A ordinary shares subject to possible redemption | $ 250,000,000 | $ 250,000,000 |
Common Class A [Member] | ||
Temporary Equity [Line Items] | ||
Gross Proceeds | 250,000,000 | |
Offering costs allocated to Class A shares subject to possible redemption | (14,025,419) | |
Proceeds allocated to Public Warrants at issuance | (7,260,600) | |
Accretion on Class A ordinary shares subject to possible redemption amount | 21,286,019 | |
Class A ordinary shares subject to possible redemption | $ 250,000,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) | Sep. 21, 2020shares | Mar. 31, 2022Vote$ / sharesshares | Dec. 31, 2021$ / sharesshares | Aug. 07, 2020$ / sharesshares |
Preferred shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock conversion description | 20% of the sum of (i) the total number of Class A ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) 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 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 Warrants issued to the Sponsor upon conversion of Working Capital Loans. | |||
Over-Allotment Option [Member] | ||||
Options exercised to purchase number of units | 2,500,000 | |||
Common Class A [Member] | ||||
Common stock shares authorized | 300,000,000 | 300,000,000 | ||
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock shares | 25,000,000 | 25,000,000 | ||
Temporary Equity Outstanding | 25,000,000 | 25,000,000 | ||
Number of votes per share | Vote | 1 | |||
Common Class B [Member] | ||||
Common stock shares authorized | 30,000,000 | 30,000,000 | ||
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock shares | 6,250,000 | 6,250,000 | 6,468,750 | |
Common Shares Outstanding | 6,250,000 | 6,250,000 | 6,468,750 | |
Common Stock, Shares,subject to forfeiture | 843,750 | |||
Percent of stock owned | 20.00% | |||
Common Class B [Member] | Over-Allotment Option [Member] | ||||
Common Stock, Shares,subject to forfeiture | 218,750 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Details) | 3 Months Ended | ||
Mar. 31, 2022$ / sharesshares | Dec. 31, 2021shares | Sep. 21, 2020$ / shares | |
Derivative Warrant Liabilities [Line Items] | |||
Class of warrants exercise price | $ 11.50 | ||
Warrants and Rights Outstanding, Term | 5 years | ||
Percent of gross proceeds | 60.00% | ||
Ratio of redemption feature per warrant | 0.361 | ||
Triggering Share Price Of Common Stock Class A [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Business acquisition, share price | $ 9.20 | ||
Private Placement Warrants [Member] | Share trigger price one [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Warrants redemption price per share | $ 0.01 | ||
Minimum notice period for warrants redemption | 30 days | ||
Private Placement Warrants [Member] | Share trigger price one [Member] | Maximum [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Class of warrants exercise price adjustment percentage | 115.00% | ||
Warrants redeemable threshold consecutive trading days | 30 days | ||
Private Placement Warrants [Member] | Share trigger price one [Member] | Minimum [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Warrants redeemable threshold consecutive trading days | 20 days | ||
Private Placement Warrants [Member] | Share trigger price two [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Warrants redemption price per share | $ 0.10 | ||
Minimum notice period for warrants redemption | 30 days | ||
Private Placement Warrants [Member] | Share trigger price two [Member] | Maximum [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Class of warrants exercise price adjustment percentage | 180.00% | ||
Warrants redeemable threshold consecutive trading days | 30 days | ||
Private Placement Warrants [Member] | Share trigger price two [Member] | Minimum [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Warrants redeemable threshold consecutive trading days | 20 days | ||
Public Warrants [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Warrant or Right, Outstanding | shares | 6,250,000 | ||
Common Class A [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Class of warrants exercise price | $ 11.50 | $ 11.50 | |
Shares Issued, Price Per Share | $ 9.20 | ||
Common Class A [Member] | Share trigger price two [Member] | Maximum [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Warrants redeemable threshold consecutive trading days | 10 days | ||
Common Class A [Member] | Private Placement Warrants [Member] | Share trigger price one [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Warrants redemption price per share | $ 18 | ||
Common Class A [Member] | Private Placement Warrants [Member] | Share trigger price two [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Warrants redemption price per share | 10 | ||
Common Class B [Member] | Private Placement Warrants [Member] | Share trigger price two [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Warrants redemption price per share | $ 10 | ||
Private Placement [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Warrant or Right, Outstanding | shares | 4,666,667 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets Measured On Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities-public warrants | $ 4,062,500 | $ 6,625,000 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities-private warrants | 3,033,330 | 4,946,670 |
Assets Held In Trust [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | $ 250,059,306 | $ 250,034,128 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Change In The Fair Value Of The Derivative Warrant Liabilities (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value Measurements [Line Items] | ||
Change in fair value of derivative warrant liabilities | $ 4,475,840 | $ 7,607,550 |
Level 3 [Member] | ||
Fair Value Measurements [Line Items] | ||
Derivative warrant liabilities at Begining Balance | 9,427,520 | |
Change in fair value of derivative warrant liabilities | (3,490,580) | |
Derivative warrant liabilities at Ending Balance | $ 5,936,940 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Level 3 [Member] | ||
Change in fair value of derivatives | $ 0 | |
Change In Fair Value Of Derivative Warrant Liabilities [Member] | ||
Change in fair value of derivative warrant liabilities | $ 4,500,000 | $ 7,600,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Alvotech [Member] - Subsequent Event [Member] | Apr. 18, 2022USD ($) |
Maximum [Member] | |
Subsequent Event [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 300,000,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 50,000,000 |
Minimum [Member] | |
Subsequent Event [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 250,000,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ 90,000,000 |