Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 12, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | SARISSA CAPITAL ACQUISITION CORP. | |
Entity Central Index Key | 0001821682 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 660 Steamboat Rd | |
Entity Address, City or Town | Greenwich | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06830 | |
City Area Code | 203 | |
Local Phone Number | 302-2330 | |
Entity Filer Category | Non-accelerated Filer | |
Entity File Number | 001-39640 | |
Entity Tax Identification Number | 98-1552641 | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Units | ||
Document Information [Line Items] | ||
Trading Symbol | SRSAU | |
Title of 12(b) Security | Units | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares | ||
Document Information [Line Items] | ||
Trading Symbol | SRSA | |
Title of 12(b) Security | Class A ordinary shares | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 20,000,000 | |
Class B ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,000,000 | |
Warrant | ||
Document Information [Line Items] | ||
Trading Symbol | SRSAW | |
Title of 12(b) Security | Warrants | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 160,933 | $ 512,884 |
Due from related party | 6,600 | |
Prepaid expenses | 68,131 | 99,857 |
Total current assets | 229,064 | 619,341 |
Marketable Securities held in Trust Account | 200,309,576 | 200,014,811 |
Total assets | 200,538,640 | 200,634,152 |
Current liabilities: | ||
Accounts payable and accrued expenses | 25,002 | 52,710 |
Total current liabilities | 25,002 | 52,710 |
Warrant liabilities | 1,085,867 | 10,167,733 |
Deferred underwriter discount payable | 7,000,000 | 7,000,000 |
Total liabilities | 8,110,869 | 17,220,443 |
Commitments and contingencies (Note 6 ) | ||
Class A ordinary shares, $0.0001 par value, subject to possible redemption at redemption value of $10.02 and $10.00 per share, 20,000,000 issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 200,309,576 | 200,000,000 |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at June 30, 2022 and December 31, 2021 | ||
Additional paid-in capital | ||
Accumulated deficit | (7,882,305) | (16,586,791) |
Total shareholders' deficit | (7,881,805) | (16,586,291) |
Total Liabilities, Class A ordinary shares subject to possible redemption and Shareholders' Deficit | 200,538,640 | 200,634,152 |
Common Class A [Member] | ||
Shareholders' Deficit: | ||
Common Stock Value | ||
Common Class B [Member] | ||
Shareholders' Deficit: | ||
Common Stock Value | $ 500 | $ 500 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock par or stated value per share | $ 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] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Common stock subject to possible redemption, outstanding | 20,000,000 | 20,000,000 |
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity redemption price per share | $ 10.02 | $ 10 |
Common stock subject to possible redemption, issued | 20,000,000 | 20,000,000 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 20,000,000 | 20,000,000 |
Common stock shares issued | 5,000,000 | 5,000,000 |
Common stock shares outstanding | 5,000,000 | 5,000,000 |
Common stock subject to possible redemption, outstanding | 20,000,000 | 20,000,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Formation and operating costs | $ 165,209 | $ 145,706 | $ 362,569 | $ 275,174 |
Loss from operations | (165,209) | (145,706) | (362,569) | (275,174) |
Other income | ||||
Interest income on marketable securities held in Trust Account | 279,174 | 3,273 | 294,765 | 6,046 |
Change in fair value of warrant liabilities | 2,822,933 | 1,805,147 | 9,081,866 | 16,026,474 |
Total other income | 3,102,107 | 1,808,420 | 9,376,631 | 16,032,520 |
Net income | 2,936,898 | 1,662,714 | 9,014,062 | 15,757,346 |
Common Class A [Member] | ||||
Other income | ||||
Net income | $ 2,349,518 | $ 1,330,171 | $ 7,211,250 | $ 12,605,877 |
Weighted Average Number of Shares Outstanding, Basic | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 |
Weighted Average Number of Shares Outstanding, Diluted | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 |
Earnings Per Share, Basic | $ 0.12 | $ 0.07 | $ 0.36 | $ 0.63 |
Earnings Per Share, Diluted | $ 0.12 | $ 0.07 | $ 0.36 | $ 0.63 |
Common Class B [Member] | ||||
Other income | ||||
Net income | $ 587,380 | $ 332,543 | $ 1,802,812 | $ 3,151,469 |
Weighted Average Number of Shares Outstanding, Basic | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
Weighted Average Number of Shares Outstanding, Diluted | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
Earnings Per Share, Basic | $ 0.12 | $ 0.07 | $ 0.36 | $ 0.63 |
Earnings Per Share, Diluted | $ 0.12 | $ 0.07 | $ 0.36 | $ 0.63 |
Condensed Statements of changes
Condensed Statements of changes in shareholders' deficit - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Class A [Member] | Common Class A [Member] Common Stock [Member] | Common Class B [Member] | Common Class B [Member] Common Stock [Member] |
Beginning balance at Dec. 31, 2020 | $ (35,982,661) | $ 0 | $ (35,983,161) | $ 0 | $ 500 | ||
Beginning balance, Shares at Dec. 31, 2020 | 0 | 5,000,000 | |||||
Net income (loss) | 14,094,632 | 14,094,632 | |||||
Ending balance at Mar. 31, 2021 | (21,888,029) | 0 | (21,888,529) | $ 0 | $ 500 | ||
Ending balance, Shares at Mar. 31, 2021 | 0 | 5,000,000 | |||||
Beginning balance at Dec. 31, 2020 | (35,982,661) | 0 | (35,983,161) | $ 0 | $ 500 | ||
Beginning balance, Shares at Dec. 31, 2020 | 0 | 5,000,000 | |||||
Net income (loss) | 15,757,346 | $ 12,605,877 | $ 3,151,469 | ||||
Ending balance at Jun. 30, 2021 | (20,225,315) | (20,225,815) | $ 500 | ||||
Ending balance, Shares at Jun. 30, 2021 | 5,000,000 | ||||||
Beginning balance at Dec. 31, 2020 | (35,982,661) | 0 | (35,983,161) | $ 0 | $ 500 | ||
Beginning balance, Shares at Dec. 31, 2020 | 0 | 5,000,000 | |||||
Ending balance at Dec. 31, 2021 | (16,586,291) | 0 | (16,586,791) | $ 0 | $ 500 | ||
Ending balance, Shares at Dec. 31, 2021 | 0 | 5,000,000 | |||||
Beginning balance at Mar. 31, 2021 | (21,888,029) | 0 | (21,888,529) | $ 0 | $ 500 | ||
Beginning balance, Shares at Mar. 31, 2021 | 0 | 5,000,000 | |||||
Net income (loss) | 1,662,714 | 1,662,714 | 1,330,171 | 332,543 | |||
Ending balance at Jun. 30, 2021 | (20,225,315) | (20,225,815) | $ 500 | ||||
Ending balance, Shares at Jun. 30, 2021 | 5,000,000 | ||||||
Beginning balance at Dec. 31, 2021 | (16,586,291) | 0 | (16,586,791) | $ 0 | $ 500 | ||
Beginning balance, Shares at Dec. 31, 2021 | 0 | 5,000,000 | |||||
Net income (loss) | 6,077,164 | 6,077,164 | |||||
Ending balance at Mar. 31, 2022 | (10,509,127) | 0 | (10,509,627) | $ 0 | $ 500 | ||
Ending balance, Shares at Mar. 31, 2022 | 0 | 5,000,000 | |||||
Beginning balance at Dec. 31, 2021 | (16,586,291) | 0 | (16,586,791) | $ 0 | $ 500 | ||
Beginning balance, Shares at Dec. 31, 2021 | 0 | 5,000,000 | |||||
Net income (loss) | 9,014,062 | 7,211,250 | 1,802,812 | ||||
Ending balance at Jun. 30, 2022 | (7,881,805) | (7,882,305) | $ 0 | $ 500 | |||
Ending balance, Shares at Jun. 30, 2022 | 0 | 5,000,000 | |||||
Beginning balance at Mar. 31, 2022 | (10,509,127) | $ 0 | (10,509,627) | $ 0 | $ 500 | ||
Beginning balance, Shares at Mar. 31, 2022 | 0 | 5,000,000 | |||||
Accretion of carrying value to redemption value | (309,576) | (309,576) | |||||
Net income (loss) | 2,936,898 | 2,936,898 | $ 2,349,518 | $ 587,380 | |||
Ending balance at Jun. 30, 2022 | $ (7,881,805) | $ (7,882,305) | $ 0 | $ 500 | |||
Ending balance, Shares at Jun. 30, 2022 | 0 | 5,000,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Operating Activities: | ||||||
Net income | $ 2,936,898 | $ 6,077,164 | $ 1,662,714 | $ 14,094,632 | $ 9,014,062 | $ 15,757,346 |
Adjustments to reconcile net income to net cash used in operating activities: | ||||||
Interest income on marketable securities held in Trust Account | (294,765) | (6,046) | ||||
Change in fair value of warrant liabilities | (2,822,933) | (1,805,147) | (9,081,866) | (16,026,474) | ||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses | 31,726 | 97,188 | ||||
Accounts payable and accrued expenses | (27,708) | 33,633 | ||||
Due from Related Party | 6,600 | 0 | ||||
Net cash used in operating activities | (351,951) | (144,353) | ||||
Net Change in cash | (351,951) | (144,353) | ||||
Cash—Beginning of period | $ 512,884 | $ 1,097,856 | 512,884 | 1,097,856 | ||
Cash—End of period | $ 160,933 | $ 953,503 | $ 160,933 | $ 953,503 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1—Organization and Business Operations Organization and General Sarissa Capital Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on August 12, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses(the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not yet commenced any operations. All activity through June 30, 2022 relates to the Company’s formation and the Initial Public Offering (“IPO”) described below and locating a merger target post IPO. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in Trust Account Following the closing of the IPO on October 23, 2020, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the 20,000,000 units (the “Units”) in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the interest 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 of 1940, as amended (the “Investment Company Act”). Upon the closing of the IPO, management has agreed that an amount equal to at least $10.00 per Unit sold in the IPO, will be held in the Trust Account, located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and the proceeds held in the Trust Account may 2a-7 The Company will provide the holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the IPO (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by 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, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes).The per-share These Public Shares will be classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” 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, only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company will adopt upon the consummation of the IPO (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the IPO in favor of a Business Combination. Subsequent to the consummation of the IPO, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, 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% of the Class A ordinary shares sold in the IPO, without the prior consent of the Company. Sarissa Capital Acquisition Sponsor LLC (the “Sponsor”), and its officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its Business Combination within 24 months from the closing of the IPO (the “Combination Period”) or with respect to any other provision relating to the rights of Public Shareholders, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten a per-share amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay for its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to consummate a Business Combination within the Combination Period. The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (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 to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets. 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 IPO 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 (excluding 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. Liquidity and Going Concern As of June 30, 2022, the Company held cash outside the Trust Account of $160,933 available for working capital needs. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem ordinary shares. As of June 30, 2022, none of the amount in the Trust Account was available to be withdrawn as described above. Through June 30, 2022, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares and the remaining net proceeds from the IPO and the sale of Private Placement Warrants. The Company anticipates that the $160,933 held outside of the Trust Account as of June 30, 2022 and commitment letter from the Sponsor and its members for additional $600,000 funding as needed, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. Based upon the above, the Company does not believe it will need to raise additional funds in excess of funds available and committed by the Sponsor in order to meet the expenditures required for operating its business for the period until consummation of its Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until October 23, 2022, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company intends to complete a Business Combination prior to the mandatory liquidation date. The date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a growing concern through the liquidation date of October 23, 2022. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 23, 2022. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 the COVID-19 the COVID-19 the COVID-19 the COVID-19 the COVID-19 by 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 unaudited condensed financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies extended |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A as Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and warrant liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed 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 unaudited condensed financial statements is the determination of the fair value of the warrant liabilities. 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. At June 30, 2022 and December 31, 2021, the Company had $160,933 and $512,884 in cash, respectively, and no cash equivalents. Marketable Securities Held in Trust Account At June 30, 2022 and December 31, 2021, the Trust Account had $200,309,576 and $200,014,811 held in marketable securities, respectively. The Company’s portfolio of investments held in the Trust Account 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, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities are included in interest income on marketable securities held in Trust Account in the accompanying unaudited condensed 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 a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of June 30, 2022 and December 31, 2021, the Company had not experienced losses on this account. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is 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 unaudited condensed 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 per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company applies the two-class For the Three Months Ended June 30, 2022 For the Three Months Ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 2,349,518 $ 587,380 $ 1,330,171 $ 332,543 Denominator: Weighted-average shares outstanding 20,000,000 5,000,000 20,000,000 5,000,000 Basic and diluted net income per share $ 0.12 $ 0.12 $ 0.07 $ 0.07 For the Six Months Ended June 30, 2022 For the Six Months Ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 7,211,250 $ 1,802,812 $ 12,605,877 $ 3,151,469 Denominator: Weighted-average shares outstanding 20,000,000 5,000,000 20,000,000 5,000,000 Basic and diluted net income per share $ 0.36 $ 0.36 $ 0.63 $ 0.63 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 ASC 815-15. The classification with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts 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 unaudited condensed statements of operations. At June 30, 2022 and December 31, 2021, the Company used the quoted share price in the active market to value the Public Warrants and a Modified Black Scholes to value the Private Placement Warrants with changes in fair value charged to the unaudited condensed statements of operations. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. 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 June 30, 2022 and December 31, 2021, 20,000,000 shares of 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 condensed balance sheets. As of June 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross Proceeds $ 200,000,000 Less: Proceeds allocated to Public Warrants (8,132,480 ) Less: Issuance costs related to Class A ordinary shares (11,113,697 ) Plus: Accretion of carrying value to redemption value 19,246,177 Class A ordinary shares subject to possible redemption as of December 31, 2021 $ 200,000,000 Plus: Accretion of carrying value to redemption value 309,576 Class A ordinary shares subject to possible redemption as of June 30, 2022 $ 200,309,576 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, other than derivative warrant liabilities (see Note 9). Recent Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt – “Debt Options (Subtopic 470-20) and Equity (Subtopic 815-40)” (“ASU 2020-06”), to instruments. ASU 2020-06 eliminates separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends use the if-converted method instruments. ASU 2020-06 is that ASU 2020-06 would Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On October 23, 2020, the Company sold 20,000,000 Units at a price of $10.00 per Unit, including the issuance of 2,500,000 Units as a result of the underwriter’s partial exercise of its over-allotment option. Each Unit consists of one share of Class A ordinary shares, par value $0.0001 per share and one-third |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Private Placement | Note 4—Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 3,333,333 Sponsor Private Placement Warrants and the underwriter purchased an aggregate of 666,667 Cantor Private Placement Warrants, at a price of $1.50 per unit, for an aggregate purchase price of $6,000,000. A portion of the proceeds from the Private Placement Warrants were added to the net proceeds from the IPO held in the Trust Account. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. Each Private Placement Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $ 11.50 per share. The Private Placement Warrants are identical to the warrants being sold as part of the units in IPO, subject to certain limited exceptions. If the Company does not consummate an initial Business Combination within 24 months from the closing of this offering, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Company’s public shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5—Related Party Transactions Founder Shares On August 13, 2020, Sarissa Capital Acquisition Sponsor LLC, the Company’s sponsor (the “Sponsor”) paid $25,000 to cover certain offering costs and formation costs of the Company in consideration for 5,031,250 Class B ordinary shares, par value $ 0.0001 625,000 The initial shareholders have 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 and (B) subsequent to the initial Business Combination, (x) if the closing price of the Company’s 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 day Promissory Note—Related Party On August 14, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover for expenses related to the IPO pursuant to a promissory note (the “Note”). The Note was non-interest bearing and Administrative Service Fee The Company entered into an agreement whereby, commencing on October 23, 2020, through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, administrative and support services. For the three and six months ended June 30, 2022, the Company had incurred $30,000 and $60,000 of administrative fees, respectively. For the three and six months ended June 30, 2021, the Company had incurred $30,000 and $60,000 of administrative fees, respectively. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may 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. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 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. As of June 30, 2022 and December 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the 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), will be entitled to registration rights pursuant to a registration and shareholder rights agreement that was signed upon consummation of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its Business Combination. 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 termination of the applicable lock-up period, which occurs(i) in Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the Company’s Business Combination and, for as long as the Private Placement Warrants are held by the underwriter or its designees or affiliates, the lock-up and registration Underwriters Agreement On October 23, 2020, the underwriter was paid an underwriting discount of two percent (2.0%) of the gross proceeds of the IPO, or $4,000,000. The underwriter is entitled to an underwriting discount of $0.35 per unit payable to Cantor Fitzgerald for deferred underwriting commissions. The deferred fee of $7,000,000 will become payable to Cantor Fitzgerald from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. |
Shareholders' Deficit
Shareholders' Deficit | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | Note 7—Shareholders’ Deficit Preference Shares— Class A Ordinary Shares— Class B Ordinary Shares— Holders of the Class A ordinary shares and holders of the 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 or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the appointment of the Company’s directors prior to the initial Business Combination and holders of a majority of the Company’s Class B ordinary shares may remove a member of the board of directors for any reason. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the 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 of less than one-to-one. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Warrants [Abstract] | |
Warrants | Note 8—Warrants At June 30, 2022 and December 31, 2021, there were 6,666,667 Public Warrants and 4,000,000 Private Placement Warrants 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 IPO. The Company has agreed that as soon as practicable, but in no event later than 20 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, the Company 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 best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 the initial Business Combination (except pursuant to limited exceptions to the Company’s officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. Except as described below, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. Redemption of warrants for cash. Once the warrants become exercisable, the Company may redeem the Public Warrants for cash (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 last reported sales price (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 day 0 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. If the Company calls the Public Warrants for redemption, as described above, management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. 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 worthless. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the IPO. Accordingly, the Company has classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation to value the Public Warrants and Modified Black Scholes to value the Private Warrants with changes in fair value charged to the unaudited condensed statements of operations. This liability is subject to re-measurement such re-measurement, |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9—Fair Value Measurements 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. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of June 30, 2022, marketable securities held in the Company’s Trust Account consisted of a treasury securities fund in the amount of $200,309,576. As of December 31, 2021, marketable securities held in the Company’s Trust Account consisted of a treasury securities fund in the amount of $200,014,811. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, 2022 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs Significant Other Unobservable Inputs (Level 3) Description Assets: Marketable Securities held in Trust Account $ 200,309,576 $ 200,309,576 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 666,667 $ — $ 666,667 $ — Warrant Liability – Private Warrants $ 419,200 $ — $ — $ 419,200 December 31, Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs Significant Other Unobservable Inputs (Level 3) Description Assets: Marketable Securities held in Trust Account $ 200,014,811 $ 200,014,811 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 6,333,333 $ 6,333,333 $ — $ — Warrant Liability – Private Warrants $ 3,834,400 $ — $ — $ 3,834,400 The estimated fair value of the Public Warrants transferred from a Level 1 measurement to a Level 2 fair value measurement during the three and six months ended June 30, 2022 was $666,667. At June 30, 2022 and December 31, 2021, the Company used the quoted share price in the active market to value the Public Warrants and a Modified Black Scholes to value the Private Warrants with changes in fair value charged to the unaudited condensed statements of operations. The estimated fair value of the Private Warrant liability is determined using Level 3 inputs. If factors or assumptions change, the estimated fair values could be materially different. Inherent in a Modified Black Scholes pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the implied volatility based on the trading price of the Public Warrants as of the valuation date. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve The following table provides quantitative information regarding Level 3 fair value measurements: As of June As of Share price $ 9.89 $ 9.79 Strike price $ 11.50 $ 11.50 Term (in years) 5.16 5.41 Volatility 0.90 % 14.5 % Risk-free rate 3.01 % 1.30 % Dividend yield 0.0 % 0.0 % The primary significant unobservable input used in the fair value measurement of the Company’s Private Warrants is the expected volatility of the ordinary shares. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the Company’s assets and liabilities classified as Level 3: Fair Value at December 31, 2021 $ 3,834,400 Change in fair value (2,323,600 ) Fair Value at March 31, 2022 $ 1,510,800 Change in fair value (1,091,600 ) Fair Value at June 30, 2022 $ 419,200 Fair Value at December 31, 2020 $ 12,002,850 Change in fair value (5,887,993 ) Fair Value at March 31, 2021 $ 6,114,857 Change in fair value (671,814 ) Fair Value at June 30, 2021 $ 5,443,043 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 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 unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On July 18, 2022, the Company announced that Eric Vincent, the Company’s President, stepped down from his role effective July 12, 2022, in order to pursue other interests. Mr. Vincent’s departure is not the result of any disagreement between the Company and Mr. Vincent on any matter relating to the Company’s operations, policies, or practices. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A as |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and warrant liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed 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 unaudited condensed financial statements is the determination of the fair value of the warrant liabilities. 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. At June 30, 2022 and December 31, 2021, the Company had $160,933 and $512,884 in cash, respectively, and no cash equivalents. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At June 30, 2022 and December 31, 2021, the Trust Account had $200,309,576 and $200,014,811 held in marketable securities, respectively. The Company’s portfolio of investments held in the Trust Account 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, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities are included in interest income on marketable securities held in Trust Account in the accompanying unaudited condensed 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 a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of June 30, 2022 and December 31, 2021, the Company had not experienced losses on this account. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is 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 unaudited condensed 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 per Ordinary Share | Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company applies the two-class For the Three Months Ended June 30, 2022 For the Three Months Ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 2,349,518 $ 587,380 $ 1,330,171 $ 332,543 Denominator: Weighted-average shares outstanding 20,000,000 5,000,000 20,000,000 5,000,000 Basic and diluted net income per share $ 0.12 $ 0.12 $ 0.07 $ 0.07 For the Six Months Ended June 30, 2022 For the Six Months Ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 7,211,250 $ 1,802,812 $ 12,605,877 $ 3,151,469 Denominator: Weighted-average shares outstanding 20,000,000 5,000,000 20,000,000 5,000,000 Basic and diluted net income per share $ 0.36 $ 0.36 $ 0.63 $ 0.63 |
Warrant Liabilities | 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 ASC 815-15. The classification with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts 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 unaudited condensed statements of operations. At June 30, 2022 and December 31, 2021, the Company used the quoted share price in the active market to value the Public Warrants and a Modified Black Scholes to value the Private Placement Warrants with changes in fair value charged to the unaudited condensed statements of operations. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. 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 June 30, 2022 and December 31, 2021, 20,000,000 shares of 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 condensed balance sheets. As of June 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross Proceeds $ 200,000,000 Less: Proceeds allocated to Public Warrants (8,132,480 ) Less: Issuance costs related to Class A ordinary shares (11,113,697 ) Plus: Accretion of carrying value to redemption value 19,246,177 Class A ordinary shares subject to possible redemption as of December 31, 2021 $ 200,000,000 Plus: Accretion of carrying value to redemption value 309,576 Class A ordinary shares subject to possible redemption as of June 30, 2022 $ 200,309,576 |
Fair value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, other than derivative warrant liabilities (see Note 9). |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt – “Debt Options (Subtopic 470-20) and Equity (Subtopic 815-40)” (“ASU 2020-06”), to instruments. ASU 2020-06 eliminates separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends use the if-converted method instruments. ASU 2020-06 is that ASU 2020-06 would Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Schedule Of Earnings Per Share Basic And Diluted [Abstract] | |
Schedule of earnings per share basic and diluted | The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company applies the two-class For the Three Months Ended June 30, 2022 For the Three Months Ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 2,349,518 $ 587,380 $ 1,330,171 $ 332,543 Denominator: Weighted-average shares outstanding 20,000,000 5,000,000 20,000,000 5,000,000 Basic and diluted net income per share $ 0.12 $ 0.12 $ 0.07 $ 0.07 For the Six Months Ended June 30, 2022 For the Six Months Ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 7,211,250 $ 1,802,812 $ 12,605,877 $ 3,151,469 Denominator: Weighted-average shares outstanding 20,000,000 5,000,000 20,000,000 5,000,000 Basic and diluted net income per share $ 0.36 $ 0.36 $ 0.63 $ 0.63 |
Schedule Of Reconciliation Of Ordinary Shares Subject To Possible Redemption | As of June 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross Proceeds $ 200,000,000 Less: Proceeds allocated to Public Warrants (8,132,480 ) Less: Issuance costs related to Class A ordinary shares (11,113,697 ) Plus: Accretion of carrying value to redemption value 19,246,177 Class A ordinary shares subject to possible redemption as of December 31, 2021 $ 200,000,000 Plus: Accretion of carrying value to redemption value 309,576 Class A ordinary shares subject to possible redemption as of June 30, 2022 $ 200,309,576 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of assets and liabilities that are measured at fair value on a recurring basis | The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, 2022 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs Significant Other Unobservable Inputs (Level 3) Description Assets: Marketable Securities held in Trust Account $ 200,309,576 $ 200,309,576 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 666,667 $ — $ 666,667 $ — Warrant Liability – Private Warrants $ 419,200 $ — $ — $ 419,200 December 31, Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs Significant Other Unobservable Inputs (Level 3) Description Assets: Marketable Securities held in Trust Account $ 200,014,811 $ 200,014,811 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 6,333,333 $ 6,333,333 $ — $ — Warrant Liability – Private Warrants $ 3,834,400 $ — $ — $ 3,834,400 |
Summary of fair value measurement inputs and valuation techniques | The following table provides quantitative information regarding Level 3 fair value measurements: As of June As of Share price $ 9.89 $ 9.79 Strike price $ 11.50 $ 11.50 Term (in years) 5.16 5.41 Volatility 0.90 % 14.5 % Risk-free rate 3.01 % 1.30 % Dividend yield 0.0 % 0.0 % |
Summary of fair value of the derivative warrant liabilities | The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the Company’s assets and liabilities classified as Level 3: Fair Value at December 31, 2021 $ 3,834,400 Change in fair value (2,323,600 ) Fair Value at March 31, 2022 $ 1,510,800 Change in fair value (1,091,600 ) Fair Value at June 30, 2022 $ 419,200 Fair Value at December 31, 2020 $ 12,002,850 Change in fair value (5,887,993 ) Fair Value at March 31, 2021 $ 6,114,857 Change in fair value (671,814 ) Fair Value at June 30, 2021 $ 5,443,043 |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Oct. 23, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Payment made towards restricted investments | $ 200,000,000 | ||
Term of restricted investments | 185 days | ||
Time limit within which business combination shall be consummated from the closing of initial public offer | 24 months | ||
Networth needed post business combination | $ 5,000,001 | ||
Percentage of the public shareholding to be redeemed in case the business combination is not consummated | 100% | ||
Period within which the public shares shall be redeemed after the cut off date for consummating business combination in case the combination does not occur | 10 days | ||
Estimated expenses payable on dissolution | $ 100,000 | ||
Per share amount to be maintained in the trust account | $ 10 | ||
Cash | $ 160,933 | ||
Sponsor funding commitment | 600,000 | ||
Sponsor [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Proceeds from issuance of founder shares | $ 25,000 | ||
Maximum [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Per share amount to be maintained in the trust account | $ 10 | ||
Minimum [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Percentage of the fair value of assets in the trust account of the prospective acquiree excluding deferred underwriting commission and discount | 80% | ||
Equity method investment ownership percentage | 50% | ||
Per share amount to be maintained in the trust account | $ 10 | ||
Common Class A [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Temporary equity redemption price per share | $ 10.02 | $ 10 | |
Percentage of the public shareholding eligible for transfer without restrictions | 15% | ||
Common Class A [Member] | Minimum [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Temporary equity redemption price per share | $ 10 | ||
Common Class A [Member] | IPO [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Stock shares issued during the period shares | $ 20,000,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Line Items] | ||
Cash and cash equivalents | $ 160,933 | $ 512,884 |
Unrecognised income tax benefits | 0 | 0 |
Accrued interest and penalties on unrecognised tax benefits | 0 | 0 |
Cash insured with federal depository insurance | 250,000 | 250,000 |
Marketable Securities held in Trust Account | $ 200,309,576 | $ 200,014,811 |
Maximum [Member] | ||
Accounting Policies [Line Items] | ||
Restricted investment term | 185 days | |
Common Class A [Member] | ||
Accounting Policies [Line Items] | ||
Common stock subject to possible redemption | 20,000,000 | 20,000,000 |
Common Class A [Member] | Common Stock Subject to Mandatory Redemption [Member] | ||
Accounting Policies [Line Items] | ||
Common stock subject to possible redemption | 20,000,000 | 20,000,000 |
IPO [Member] | ||
Accounting Policies [Line Items] | ||
Class of warrant or right issued during period shares | 10,666,667 | |
IPO [Member] | Public Warrants [Member] | ||
Accounting Policies [Line Items] | ||
Class of warrant or right issued during period shares | (6,666,667) | |
IPO [Member] | Private Placement Warrants [Member] | ||
Accounting Policies [Line Items] | ||
Class of warrant or right issued during period shares | (4,000,000) |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of earnings per share basic and diluted (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||||
Allocation of net income | $ 2,936,898 | $ 6,077,164 | $ 1,662,714 | $ 14,094,632 | $ 9,014,062 | $ 15,757,346 |
Common Class A [Member] | ||||||
Numerator: | ||||||
Allocation of net income | $ 2,349,518 | $ 1,330,171 | $ 7,211,250 | $ 12,605,877 | ||
Denominator: | ||||||
Weighted Average Number of Shares Outstanding, Basic | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||
Weighted Average Number of Shares Outstanding, Diluted | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||
Earnings Per Share, Basic | $ 0.12 | $ 0.07 | $ 0.36 | $ 0.63 | ||
Earnings Per Share, Diluted | $ 0.12 | $ 0.07 | $ 0.36 | $ 0.63 | ||
Common Class B [Member] | ||||||
Numerator: | ||||||
Allocation of net income | $ 587,380 | $ 332,543 | $ 1,802,812 | $ 3,151,469 | ||
Denominator: | ||||||
Weighted Average Number of Shares Outstanding, Basic | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||
Weighted Average Number of Shares Outstanding, Diluted | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||
Earnings Per Share, Basic | $ 0.12 | $ 0.07 | $ 0.36 | $ 0.63 | ||
Earnings Per Share, Diluted | $ 0.12 | $ 0.07 | $ 0.36 | $ 0.63 |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule Of Reconciliation Of Ordinary Shares Subject To Possible Redemption (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Ordinary Shares Subject To Possible Redemption [Line Items] | |||
Plus: Accretion of carrying value to redemption value | $ 309,576 | ||
Class A Ordinary Shares Subject To Redemption [Member] | |||
Ordinary Shares Subject To Possible Redemption [Line Items] | |||
Gross Proceeds | $ 200,000,000 | $ 200,000,000 | |
Less: Proceeds allocated to Public Warrants | (8,132,480) | ||
Less: Issuance costs related to Class A ordinary shares | (11,113,697) | ||
Plus: Accretion of carrying value to redemption value | 309,576 | 19,246,177 | |
Class A ordinary shares subject to possible redemption | $ 200,309,576 | $ 200,309,576 | $ 200,000,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Oct. 23, 2020 | Jun. 30, 2022 | Dec. 31, 2021 |
IPO [Member] | |||
Initial Public Offering [Line Items] | |||
Payment of stock issuance costs | $ 4,000,000 | ||
Sale of stock issue price per share | $ 10 | ||
Common Class A [Member] | |||
Initial Public Offering [Line Items] | |||
Common stock par or stated value per share | 0.0001 | $ 0.0001 | $ 0.0001 |
Class of warrants or rights exercise price per share | $ 11.5 | ||
Common Class A [Member] | IPO [Member] | |||
Initial Public Offering [Line Items] | |||
Stock shares issued during the period shares | $ 20,000,000 | ||
Common Class A [Member] | Over-Allotment Option [Member] | |||
Initial Public Offering [Line Items] | |||
Stock shares issued during the period shares | $ 2,500,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Oct. 23, 2020 | Jun. 30, 2022 | |
Private Placement Warrants [Member] | ||
Disclosure Of Private Placement [Line Items] | ||
Class of warrants or rights exercise price per share | $ 11.5 | |
Minimum notice period for warrants redemption | 24 months | |
Private Placement [Member] | ||
Disclosure Of Private Placement [Line Items] | ||
Proceeds from issuance of warrants | $ 1.5 | |
Class of warrants or rights exercise price per share | $ 11.5 | |
Private Placement [Member] | Sponsor Private Placement Warrants [Member] | ||
Disclosure Of Private Placement [Line Items] | ||
Class of warrants or rights issue of warrants during the period | 3,333,333 | |
Private Placement [Member] | Cantor Private Placement Warrants [Member] | ||
Disclosure Of Private Placement [Line Items] | ||
Class of warrants or rights issue of warrants during the period | 666,667 | |
Private Placement [Member] | Sponsor Private Placement Warrants And Cantor Private Placement Warrants [Member] | ||
Disclosure Of Private Placement [Line Items] | ||
Proceeds from issuance of warrants | $ 6,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Oct. 23, 2020 | Aug. 13, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Aug. 14, 2020 | |
Founder [Member] | Restriction Period One [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Period after consummation of business combination within which shares shall not be transferred | 150 days | |||||||
Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument face value | $ 300,000 | |||||||
Repayment of related party debt | $ 0 | |||||||
Administrative fees paid to related party | $ 30,000 | $ 30,000 | $ 60,000 | $ 60,000 | ||||
Sponsor [Member] | Administrative And Support Services [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Rent per month for office space administrative and support services | $ 10,000 | |||||||
Sponsor [Member] | Working Capital Loans From Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument convertible into warrants | $ 1,500,000 | $ 1,500,000 | ||||||
Debt instrument conversion price per unit | $ 1.5 | $ 1.5 | ||||||
Working capital loans outstanding | $ 0 | $ 0 | $ 0 | |||||
Common Class A [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock shares issued | 0 | 0 | 0 | |||||
Common stock shares outstanding | 0 | 0 | 0 | |||||
Common Class A [Member] | Founder [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share price | $ 12 | |||||||
Number of consecutive trading days for determining the share price | 20 days | |||||||
Number of trading days | 30 days | |||||||
Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during the period value for services | $ 25,000 | |||||||
Stock issued during the period shares for services | 5,031,250 | |||||||
Common stock shares issued | 5,000,000 | 5,000,000 | 5,000,000 | |||||
Common stock shares outstanding | 5,000,000 | 5,000,000 | 5,000,000 | |||||
Common Class B [Member] | Founder [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock shares subject to forfeiture | 656,250 | |||||||
Share based compensation by share forfeiture during the period | 31,250 | |||||||
Common stock shares issued | 5,000,000 | |||||||
Common stock shares outstanding | 5,000,000 | |||||||
Percentage of the total common stock outstanding | 20% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
Oct. 23, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | |
Commitements And Contingncies [Line Items] | |||
Deferred underwriter discount payable | $ 7,000,000 | $ 7,000,000 | |
IPO [Member] | |||
Commitements And Contingncies [Line Items] | |||
Percentage of Underwriters Discount | (2.00%) | ||
Underwriting Discount | $ 4,000,000 | ||
Common Class A [Member] | |||
Commitements And Contingncies [Line Items] | |||
Lock in period of shares | 30 days | ||
Private Placement Warrants [Member] | |||
Commitements And Contingncies [Line Items] | |||
Lock in period of warrants | 30 days | ||
Cantor Private Placement Warrants [Member] | |||
Commitements And Contingncies [Line Items] | |||
Lock in period of warrants | 5 years | ||
Deferred underwriting commission payable per unit | $ 0.35 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) | 6 Months Ended | ||
Jun. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Oct. 23, 2020 $ / shares | |
Preferred stock shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock shares issued | 0 | 0 | |
Preferred stock shares outstanding | 0 | 0 | |
Conversion of class B to class A ordinary shares | 20 | ||
Common Class A [Member] | |||
Common stock shares authorized | 200,000,000 | 200,000,000 | |
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 0 | 0 | |
Common stock shares outstanding | 0 | 0 | |
Temporary Equity, Shares Outstanding | 20,000,000 | 20,000,000 | |
Temporary Equity, Shares Issued | 20,000,000 | 20,000,000 | |
Common Class A [Member] | Common Stock [Member] | |||
Common stock shares authorized | 200,000,000 | ||
Common stock par or stated value per share | $ / shares | $ 0.0001 | ||
Common stock shares issued | 20,000,000 | 20,000,000 | |
Common stock shares outstanding | 20,000,000 | 20,000,000 | |
Common Class B [Member] | |||
Common stock shares authorized | 20,000,000 | 20,000,000 | |
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 5,000,000 | 5,000,000 | |
Common stock shares outstanding | 5,000,000 | 5,000,000 | |
Temporary Equity, Shares Outstanding | 20,000,000 | 20,000,000 | |
Common Class B [Member] | Common Stock [Member] | |||
Common stock shares authorized | 20,000,000 | ||
Common stock par or stated value per share | $ / shares | $ 0.0001 | ||
Common stock shares issued | 5,000,000 | 5,000,000 | |
Common stock shares outstanding | 5,000,000 | 5,000,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Oct. 23, 2020 | |
Class of Warrant or Right [Line Items] | ||||||
Maximum number of days required to make the changes effectively after business combination | 60 days | |||||
Number of days required to filing sec return after business combination | 20 days | |||||
Warrant liability | $ 13,067,756 | |||||
Change in fair value of warrant liabilities | $ (2,822,933) | $ (1,805,147) | $ (9,081,866) | $ (16,026,474) | ||
Warrant liabilities | $ 1,085,867 | $ 14,309,710 | $ 1,085,867 | $ 14,309,710 | $ 10,167,733 | |
Common Class A [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Shares issued on exercisable of warrants | 60 days | |||||
Common Class A [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | Common Stock [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Share price | $ 18 | $ 18 | ||||
Public Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Class of warrant or right threshold trading days for exercise from date of business combination | 30 days | |||||
Class of warrant or right restriction on transfer period | 30 days | |||||
Class of warrant or right threshold period for exercise from date of closing public offering | 12 months | |||||
Class of warrant or right outstanding | 6,666,667 | 6,666,667 | 6,666,667 | |||
Public Warrants [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Class of warrant or right redemption price | $ 0.01 | $ 0.01 | ||||
Class of warrant or right redemption threshold consecutive trading days | 20 days | |||||
Class of warrant or right redemption threshold trading days | 30 days | |||||
Private Placement Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Minimum notice period for warrants redemption | 24 months | |||||
Class of warrant or right outstanding | 4,000,000 | 4,000,000 | 4,000,000 | |||
Private Placement Warrants [Member] | Share Trigger Price One [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Minimum notice period for warrants redemption | 30 days |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of assets and liabilities that are measured at fair value on a recurring basis (Detail) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Marketable Securities held in Trust Account | $ 200,309,576 | $ 200,014,811 |
Fair Value, Recurring [Member] | ||
Assets: | ||
Marketable Securities held in Trust Account | 200,309,576 | 200,014,811 |
Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Warrant Liability | 666,667 | 6,333,333 |
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Warrant Liability | 419,200 | 3,834,400 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Assets: | ||
Marketable Securities held in Trust Account | 200,309,576 | 200,014,811 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Warrant Liability | 6,333,333 | |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Warrant Liability | 666,667 | |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Warrant Liability | $ 419,200 | $ 3,834,400 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of fair value measurement inputs and valuation techniques (Detail) - Fair Value, Inputs, Level 3 [Member] | Jun. 30, 2022 yr | Dec. 31, 2021 yr |
Share price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 9.89 | 9.79 |
Strike price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 11.5 | 11.5 |
Term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 5.16 | 5.41 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.009 | 0.145 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.0301 | 0.013 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 | 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of fair value of the derivative warrant liabilities (Detail) - Warrant [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) | 3 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value, Beginning balance | $ 1,510,800 | $ 3,834,400 | $ 6,114,857 | $ 12,002,850 |
Change in fair value | (1,091,600) | (2,323,600) | (671,814) | (5,887,993) |
Fair value, Ending balance | $ 419,200 | $ 1,510,800 | $ 5,443,043 | $ 6,114,857 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable Securities held in Trust Account | $ 200,309,576 | $ 200,309,576 | $ 200,014,811 |
Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable Securities held in Trust Account | 200,309,576 | 200,309,576 | $ 200,014,811 |
Public Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of the Public Warrants transfer | $ 666,667 | $ 666,667 |