Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2021 | |
Document and Entity Information [Abstract] | |
Document Type | S-4/A |
Entity Registrant Name | SPRING VALLEY ACQUISITION CORP. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001822966 |
Amendment Flag | true |
Amendment Description | Amendment No. 2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 985,114 | $ 1,906,348 |
Prepaid expenses | 101,192 | 237,088 |
Total current assets | 1,086,306 | 2,143,436 |
Investments held in Trust Account | 232,320,939 | 232,301,973 |
Total assets | 233,407,245 | 234,445,409 |
Current liabilities: | ||
Accounts payable | 305,022 | |
Accrued expenses | 40,000 | 49,934 |
Total current liabilities | 345,022 | 49,934 |
Derivative warrant liabilities | 29,149,000 | 33,660,000 |
Deferred underwriting fee payable | 8,050,000 | 8,050,000 |
Total liabilities | 37,544,022 | 41,759,934 |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares at redemption value of $10.10 per share | 232,300,000 | 232,300,000 |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | ||
Accumulated deficit | (36,437,352) | (39,615,100) |
Total shareholders' deficit | (36,436,777) | (39,614,525) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 233,407,245 | 234,445,409 |
Class B ordinary share | ||
Shareholders' Deficit: | ||
Ordinary share | $ 575 | $ 575 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 31, 2020 |
Preference shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Preference shares, shares issued | 0 | 0 | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 | 0 | 0 |
Class A Common Stock | ||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 |
Common shares, shares issued | 0 | 0 | 0 | 0 |
Common shares, shares outstanding | 0 | 0 | 0 | 0 |
Class A Ordinary Shares Subject to Possible Redemption. | ||||
Temporary equity, shares issued | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 |
Temporary equity, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 |
Temporary Equity, Redemption Price Per Share | $ 10.10 | $ 10.10 | $ 10.10 | $ 10.10 |
Class B ordinary share | ||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 |
Common shares, shares issued | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
Common shares, shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
General and administrative expenses | $ 114,144 | $ 1,327,217 |
Loss from operations | (114,144) | (1,327,217) |
Other income (expenses): | ||
Change in fair value of derivative warrant liabilities | (12,110,000) | 4,511,000 |
Offering costs allocated to derivative warrant liabilities | (749,253) | |
Income from investments held in Trust Account | 1,973 | 18,965 |
Net income (loss) | $ (12,971,424) | $ 3,202,748 |
Class A Common Stock | ||
Other income (expenses): | ||
Weighted average shares outstanding, ordinary shares, Basic | 6,052,632 | 23,000,000 |
Weighted average shares outstanding, ordinary shares, Diluted | 6,052,632 | 23,000,000 |
Basic net income (loss) per share | $ (1.15) | $ 0.11 |
Diluted net income (loss) per share | $ (1.15) | $ 0.11 |
Class B ordinary share | ||
Other income (expenses): | ||
Weighted average shares outstanding, ordinary shares, Basic | 5,197,368 | 5,750,000 |
Weighted average shares outstanding, ordinary shares, Diluted | 5,197,368 | 5,750,000 |
Basic net income (loss) per share | $ (1.15) | $ 0.11 |
Diluted net income (loss) per share | $ (1.15) | $ 0.11 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Common StockClass A Common Stock | Common StockClass B ordinary shareSponsor | Common StockClass B ordinary share | Additional Paid-in CapitalSponsor | Additional Paid-in Capital | Accumulated Deficit | Sponsor | Total |
Balance at the beginning at Aug. 19, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Balance at the beginning (in shares) at Aug. 19, 2020 | 0 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of shares | $ 575 | $ 24,425 | $ 25,000 | |||||
Issuance of shares (in shares) | 5,750,000 | |||||||
Accretion of Class A ordinary shares to redemption amount | (24,425) | (26,643,676) | (26,668,101) | |||||
Net income (loss) | (12,971,424) | (12,971,424) | ||||||
Balance at the end at Dec. 31, 2020 | $ 0 | $ 575 | 0 | (39,615,100) | (39,614,525) | |||
Balance at the end (in shares) at Dec. 31, 2020 | 0 | 5,750,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Accretion of Class A ordinary shares to redemption amount | (25,000) | (25,000) | ||||||
Net income (loss) | 3,202,748 | 3,202,748 | ||||||
Balance at the end at Dec. 31, 2021 | $ 0 | $ 575 | $ 0 | $ (36,437,352) | $ (36,436,777) | |||
Balance at the end (in shares) at Dec. 31, 2021 | 0 | 5,750,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (12,971,424) | $ 3,202,748 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of derivative warrant liabilities | 12,110,000 | (4,511,000) |
Offering costs allocated to derivative warrant liabilities | 749,253 | |
Payment of formation costs through issuance of Class B ordinary shares | 5,000 | |
Income from investments held in Trust Account | (1,973) | (18,965) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (237,088) | 135,895 |
Accounts payable | 305,022 | |
Accrued expenses | (9,934) | |
Net cash used in operating activities | (346,232) | (896,234) |
Cash Flows from Investing Activities | ||
Cash deposited in Trust Account | (232,300,000) | |
Net cash used in investing activities | (232,300,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid and reimbursements | 226,150,000 | |
Proceeds from sale of Private Placement Warrants | 8,900,000 | |
Repayment of promissory note - related party | (124,826) | |
Payment of offering costs | (372,594) | (25,000) |
Net cash provided by (used in) financing activities | 234,552,580 | (25,000) |
Net change in cash | 1,906,348 | (921,234) |
Cash - beginning of the period | 0 | 1,906,348 |
Cash - ending of the period | 1,906,348 | $ 985,114 |
Supplemental disclosure of noncash financing activities: | ||
Warrant liabilities in connection with initial public offering | 22,529,000 | |
Deferred underwriting fee payable | 8,050,000 | |
Accrued offering costs | 49,934 | |
Offering costs paid by Sponsor in exchange for Founder Shares | 20,000 | |
Offering costs paid directly through note payable | $ 124,826 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1 — Spring Valley Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 20, 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 or entities (a “Business Combination”). The Company is not limited to a particular industry or sector 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 December 31, 2021, the Company had not commenced any operations. All activity through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, searching for a business combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on November 23, 2020. On November 27, 2020, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriters of its over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,900,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Spring Valley Acquisition Sponsor, LLC (the “Sponsor”), generating gross proceeds of $8,900,000, which is described in Note 4. Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to shareholders’ equity upon the completion of the Initial Public Offering in November 2020. Offering costs amounting to $12,492,354 (consisting of $3,800,000 in underwriting commissions, $8,050,000 of deferred underwriters’ fee and $592,354 of other offering costs, offset by $750,000 in reimbursement received from underwriters) were incurred, of which $749,253 were allocated to warrants and expensed and $11,743,101 were allocated against the Class A shares. Following the closing of the Initial Public Offering, an amount of $232,300,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of any deferred underwriting commission and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general 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 an amount equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, 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 Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest and other income earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will initially have until May 27, 2022 to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination by May 27, 2022, it may, by resolution of the board of directors if requested by the Sponsor, extend the initial period of time to consummate a Business Combination one time, by an additional six months, subject to the Sponsor, its affiliates or permitted designees purchasing additional Private Placement Warrants. The shareholders will not be entitled to vote or redeem their Public Shares in connection with any such extension. In order to extend the initial period of time to consummate a Business Combination for such six-month period, the Sponsor, its affiliates or permitted designees, must purchase an additional 2,300,000 Private Placement Warrants at $1.00 per warrant and deposit the $2,300,000 in proceeds into the Trust Account on or prior to May 27, 2022. The Sponsor, its affiliates or permitted designees are not obligated to purchase additional Private Placement Warrants to extend the time for the Company to complete a Business Combination. However, 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 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. 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 complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) 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 will be less than the per share value deposited into the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) 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 (1) $10.10 per Public Share and (2) 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 $10.10 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 (other than 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 Considerations As of December 31, 2021, the Company we had approximately $985,000 of cash held outside of the Trust Account and working capital of approximately $0.7 million. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’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 May 27, 2022, to consummate the proposed Business Combination. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these consolidated financial statements. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 27, 2022. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by May 27, 2022. Proposed Business Combination — NuScale Power, LLC On December 13, 2021, the Company, Spring Valley Merger Sub, LLC, an Oregon limited liability company and wholly owned subsidiary (“Merger Sub”), and NuScale Power, LLC, an Oregon limited liability company (the “NuScale”), entered into an agreement and plan of merger (the “Merger Agreement”), pursuant to which, subject to obtaining the Acquiror Stockholder Approvals (as defined in the Merger Agreement), (i) Spring Valley will domesticate as a corporation in the State of Delaware and (ii) Merger Sub will be merged with and into NuScale (the “Merger,” together with the other transactions related thereto, the “Proposed Transactions”), with NuScale being the surviving entity following the Merger (the “Surviving Company”). Following the Merger, Spring Valley will be renamed NuScale Power Corporation and is expected to trade on The Nasdaq Stock Market LLC under the ticker “SMR”. After the closing of the Merger, NuScale, as the Surviving Company, will continue to be held as a wholly controlled subsidiary of NuScale Power Corporation in a customary “Up-C” holding structure. Refer to the Form 8-K as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 and January 4, 2022 for additional information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and of the SEC. Principles of Consolidation The accompanying consolidated financial statements of the Company include its wholly owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company, which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated 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 consolidated 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 consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have cash and cash equivalents as of December 31, 2021 and 2020, respectively. Derivative Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815, “Derivatives and Hedging”, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. The Private Placement Warrants are valued using a Modified Black Scholes Option Pricing Model. See Note 9 for further discussion of the pertinent terms of the Warrants and Note 10 for further discussion of the methodology used to determine the value of the Warrants. Class A 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.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 23,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with the Class A ordinary shares are charged against their carrying value upon the completion of the Initial Public Offering. Deferred underwriting commissions are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Income Taxes The Company accounts for income taxes under 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 major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 22,529,000 Class A ordinary shares in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2021 and for the period from August 20, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. A reconciliation of net income (loss) per ordinary share is as follows: Period From August 20, 2020 Year Ended December 30, (Inception) through 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net income (loss) $ 2,562,198 $ 640,550 $ (6,978,778) $ (5,992,646) Denominator: Basic and diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 6,052,632 5,197,368 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ (1.15) $ (1.15) 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 Depository Insurance Corporation coverage limits of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s consolidated balance sheet, primarily due to their short-term nature. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering. | |
Initial Public Offering | Note 3 — Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one -half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8). |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
Private Placement | |
Private Placement | Note 4 — Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,900,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,900,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Founder Shares On August 21, 2020, the Sponsor paid $25,000 to the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). In September 2020, the Sponsor transferred 40,000 Founder Shares to each of the Company’s directors (120,000 shares in total). On October 22, 2020, the Sponsor effected a surrender of 1,437,500 Founder Shares to the Company for no consideration, resulting in 5,750,000 Founder Shares outstanding. The Sponsor transferred all of the Founder Shares owned by the Sponsor to SV Acquisition Sponsor Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Sponsor (“Holdco”), prior to the closing of the Initial Public Offering. The Founder Shares included an aggregate of up to 750,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 750,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 30 Administrative Support Agreement Commencing on November 23, 2020, the Company entered into an agreement to pay an affiliate of the Sponsor up to $10,000 per month for office space, secretarial and administrative services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2021 and for the period from August 20, 2020 (inception) through December 31, 2020, $120,000 and $0, respectively, has been expensed related to the agreement. As of December 31, 2021, the Company had accrued $40,000, for services in connection with such agreement on the accompanying consolidated balance sheets. There was no outstanding balance under this agreement as of December 31, 2020. Promissory Note — On August 21, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 or (ii) the completion of the Initial Public Offering. As of December 31, 2021 and 2020, there is no outstanding amounts under the Promissory Note. Subsequent to the repayment, the facility was no longer available to the Company. 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 directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of 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 $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021 and 2020, there were no Working Capital Loans outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 6 — Commitments And Contingencies Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, its results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration and Shareholders’ Rights Pursuant to a registration and Shareholders’ rights agreement entered into on November 23, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a 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 lockup period. The registration and shareholder rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter is entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition, the underwriters reimbursed the Company an aggregate of $750,000 for costs incurred in connection with the Initial Public Offering. Anchor Investments Certain qualified institutional buyers or institutional accredited investors not affiliated with any member of the Company’s management (the “anchor investors”) purchased 1,980,000 Units each in the Initial Public Offering and the Company directed the underwriters to sell to the anchor investors such number of Units. Further, each of the anchor investors entered into a separate agreement with the Sponsor pursuant to which each such investor purchased membership interests in Holdco representing an indirect beneficial interest in up to 142,187 Founder Shares upon the closing of the Initial Public Offering for $495. Contingent Fees The Company entered into a contingent fee arrangement with one of the Company's service providers in connection with the search for a prospective initial Business Combination. Per the arrangement, fees for services performed were contingent upon the closing of a Business Combination and therefore not included as liabilities on the accompanying balance sheets. As of December 31, 2021, these fees were approximately $4.0 million. There were no such fees outstanding under the arrangement as of December 31, 2020. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 12 Months Ended |
Dec. 31, 2021 | |
Class A Ordinary Shares Subject to Possible Redemption | |
Class A Ordinary Shares Subject to Possible Redemption | Note 7 — The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021 and 2020, there were 23,000,000 Class A ordinary shares outstanding, which were all subject to possible redemption and classified outside of permanent equity in the consolidated balance sheets. The Class A ordinary shares subject to possible redemption reflected on the consolidated balance sheet is reconciled on the following table: Gross proceeds from Initial Public Offering $ 230,000,000 Less: Fair value of Public Warrants at issuance (12,650,000) Offering costs allocated to Class A ordinary shares subject to possible redemption (11,743,101) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 26,693,101 Class A ordinary shares subject to possible redemption $ 232,300,000 |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Shareholders' Deficit | |
Shareholders' Deficit | Note 8 — Preference Shares — Class A Ordinary Shares — Class B Ordinary Shares — Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof 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 basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Warrant Liabilities | |
Derivative Warrant Liabilities | Note 9 — As of December 31, 2021 and 2020, the Company had 11,500,000 Public Warrants and 8,900,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified, or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the 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, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. 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 a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 . ● 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 to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the closing price of the Class A ordinary shares equal or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30 -trading day period ending three trading days before the Company send the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary shares for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its 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. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable, or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 10 — The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020, by level within the fair value hierarchy: December 31, 2021 Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Mutual funds $ 232,320,939 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 14,375,000 $ — $ — Derivative warrant liabilities - Private Warrants $ — $ — $ 14,774,000 December 31, 2020 Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Mutual funds $ 232,301,973 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 18,975,000 $ — $ — Derivative warrant liabilities - Private Warrants $ — $ — $ 14,685,000 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. During the year ended December 31, 2021 there were no transfers to from Levels 1 2 3 . During the period from August 20, 2020 (inception) through December 31, 2020, the estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in an active market in December 2020. There were 2021. Level 1 instruments include investments in mutual funds invested in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting period. Changes in the fair value of the Warrants are recorded in the consolidated statements of operations in each period. The following table presents a summary of the changes in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, measured on a recurring basis. For the year ended December 31, 2021 Derivative warrant liabilities at January 1, 2021 $ 14,685,000 Change in fair value of derivative warrant liabilities 89,000 Derivative warrant liabilities at December 31, 2021 $ 14,774,000 For the period from August 20, 2020 (inception) through December 31, 2020 Derivative warrant liabilities at August 20, 2020 (inception) $ — Issuance of Public and Private Warrants 22,529,000 Transfer of Public Warrants to Level 1 (12,650,000) Change in fair value of derivative warrant liabilities 4,806,000 Derivative warrant liabilities at December 31, 2020 $ 14,685,000 The initial fair value of the Public and Private Placement Warrants, issued concurrently and in connection with the Initial Public Offering, has been estimated using a Least Squares Monte Carlo Model, which is considered to be a Level 3 fair value measurement. As the path-dependent nature of the redemption provisions does not apply to the Private Placement warrants, the Company estimated the fair value using a Least Square Monte Carlo Model framework with significant assumptions including the price of the Company’s ordinary shares, risk-free rate, volatility, and term to the Company’s initial business combination. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of December 31, As of December 31, 2021 2020 Exercise price $ 11.50 $ 11.50 IPO price $ 10.00 $ 10.00 Implied share price range (or underlying asset price) $ 10.03 $ 10.12 Volatility 26.60 % 21.0 % Term (years) 5.50 5.70 Risk-free rate 1.30 % 0.46 % Dividend yield 0.0 % 0.0 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date through the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that have not been disclosed in the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements of the Company include its wholly owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company, which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated 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 consolidated 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 consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have cash and cash equivalents as of December 31, 2021 and 2020, respectively. |
Derivative Warrant Liability | Derivative Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815, “Derivatives and Hedging”, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. The Private Placement Warrants are valued using a Modified Black Scholes Option Pricing Model. See Note 9 for further discussion of the pertinent terms of the Warrants and Note 10 for further discussion of the methodology used to determine the value of the Warrants. |
Class A Shares Subject to Possible Redemption | Class A 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.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 23,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with the Class A ordinary shares are charged against their carrying value upon the completion of the Initial Public Offering. Deferred underwriting commissions are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Income Taxes | Income Taxes The Company accounts for income taxes under 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 major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 22,529,000 Class A ordinary shares in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2021 and for the period from August 20, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. A reconciliation of net income (loss) per ordinary share is as follows: Period From August 20, 2020 Year Ended December 30, (Inception) through 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net income (loss) $ 2,562,198 $ 640,550 $ (6,978,778) $ (5,992,646) Denominator: Basic and diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 6,052,632 5,197,368 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ (1.15) $ (1.15) |
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 Depository Insurance Corporation coverage limits of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s consolidated balance sheet, primarily due to their short-term nature. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of reconciliation of net loss per ordinary share | Period From August 20, 2020 Year Ended December 30, (Inception) through 2021 December 31, 2020 Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net income (loss) $ 2,562,198 $ 640,550 $ (6,978,778) $ (5,992,646) Denominator: Basic and diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 6,052,632 5,197,368 Basic and diluted net income (loss) per ordinary share $ 0.11 $ 0.11 $ (1.15) $ (1.15) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Class A Ordinary Shares Subject to Possible Redemption | |
Schedule of shares subject to possible redemption | Gross proceeds from Initial Public Offering $ 230,000,000 Less: Fair value of Public Warrants at issuance (12,650,000) Offering costs allocated to Class A ordinary shares subject to possible redemption (11,743,101) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 26,693,101 Class A ordinary shares subject to possible redemption $ 232,300,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Schedule of fair value hierarchy for liabilities measured at fair value on a recurring basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020, by level within the fair value hierarchy: December 31, 2021 Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Mutual funds $ 232,320,939 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 14,375,000 $ — $ — Derivative warrant liabilities - Private Warrants $ — $ — $ 14,774,000 December 31, 2020 Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Mutual funds $ 232,301,973 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 18,975,000 $ — $ — Derivative warrant liabilities - Private Warrants $ — $ — $ 14,685,000 |
Schedule of company's financial assets and liabilities that are measured at fair value on a recurring basis | The following table presents a summary of the changes in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, measured on a recurring basis. For the year ended December 31, 2021 Derivative warrant liabilities at January 1, 2021 $ 14,685,000 Change in fair value of derivative warrant liabilities 89,000 Derivative warrant liabilities at December 31, 2021 $ 14,774,000 For the period from August 20, 2020 (inception) through December 31, 2020 Derivative warrant liabilities at August 20, 2020 (inception) $ — Issuance of Public and Private Warrants 22,529,000 Transfer of Public Warrants to Level 1 (12,650,000) Change in fair value of derivative warrant liabilities 4,806,000 Derivative warrant liabilities at December 31, 2020 $ 14,685,000 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | As of December 31, As of December 31, 2021 2020 Exercise price $ 11.50 $ 11.50 IPO price $ 10.00 $ 10.00 Implied share price range (or underlying asset price) $ 10.03 $ 10.12 Volatility 26.60 % 21.0 % Term (years) 5.50 5.70 Risk-free rate 1.30 % 0.46 % Dividend yield 0.0 % 0.0 % |
Description of Organization a_2
Description of Organization and Business Operations (Details) | May 27, 2022USD ($)shares | Nov. 28, 2020USD ($)$ / sharesshares | Nov. 27, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from sale of Private Placement Warrants | $ 8,900,000 | ||||
Offering costs | $ 12,492,354 | ||||
Underwriting commission | 3,800,000 | ||||
Deferred underwriters fee | 8,050,000 | ||||
Other offering costs | 592,354 | ||||
Reimbursement Received from Underwriters | $ 750,000 | ||||
Redemption limit percentage without prior consent | 15.00% | ||||
Redemption limit | 100 | ||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||||
Maximum allowed dissolution expenses | $ 100,000 | ||||
Cash held outside the trust account | 985,000 | ||||
Working Capital | 700,000 | ||||
Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Offering costs | $ 749,253 | ||||
Private Placement Warrants. | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Warrants | shares | 2,300,000 | ||||
Proceeds from sale of Private Placement Warrants | $ 2,300,000 | ||||
Condition for future business combination use of proceeds percentage | 80.00% | ||||
Condition For Future Business Combination Threshold Percentage Ownership | 50.00% | ||||
Class A Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Offering costs | $ 11,743,101 | ||||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | shares | 23,000,000 | ||||
Purchase price, per unit | $ / shares | $ 10.10 | ||||
Proceeds from issuance | $ 232,300,000 | ||||
Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Purchase price, per unit | $ / shares | $ 1 | ||||
Warrants | shares | 8,900,000 | 8,900,000 | |||
Proceeds from sale of Private Placement Warrants | $ 8,900,000 | ||||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | shares | 3,000,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Proceeds from issuance | $ 230,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Nov. 27, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | |
Unrecognized tax benefits | $ 0 | ||||
Unrecognized tax benefits accrued for interest and penalties | 0 | ||||
Federal depository insurance coverage | $ 250,000 | ||||
Class A Common Stock | Private Placement Warrants | |||||
Purchase of aggregate shares | 22,529,000 | ||||
Class A Ordinary Shares Subject to Possible Redemption. | |||||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | |
Class A Ordinary Shares Subject to Possible Redemption. | Initial Public Offering | |||||
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (Loss) per share (Details) - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Class A Common Stock | ||
Numerator: | ||
Allocation of net income (loss) | $ (6,978,778) | $ 2,562,198 |
Denominator: | ||
Weighted average shares outstanding, ordinary shares, Basic | 6,052,632 | 23,000,000 |
Weighted average shares outstanding, ordinary shares, Diluted | 6,052,632 | 23,000,000 |
Basic net income (loss) per ordinary share | $ (1.15) | $ 0.11 |
Diluted net income (loss) per ordinary share | $ (1.15) | $ 0.11 |
Class B ordinary share | ||
Numerator: | ||
Allocation of net income (loss) | $ (5,992,646) | $ 640,550 |
Denominator: | ||
Weighted average shares outstanding, ordinary shares, Basic | 5,197,368 | 5,750,000 |
Weighted average shares outstanding, ordinary shares, Diluted | 5,197,368 | 5,750,000 |
Basic net income (loss) per ordinary share | $ (1.15) | $ 0.11 |
Diluted net income (loss) per ordinary share | $ (1.15) | $ 0.11 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Nov. 27, 2020 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 23,000,000 | |
Purchase price, per unit | $ 10.10 | |
Initial Public Offering | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares in a unit | 1 | |
Number of warrants in a unit | 0.5 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 3,000,000 | |
Purchase price, per unit | $ 10 | |
Exercise price of warrants | $ 11.50 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Nov. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Nov. 27, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||
Warrant, proceeds | $ 8,900,000 | |||
Shares per warrant | 1 | |||
Exercise price of warrant | $ 11.50 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Exercise price of warrant | $ 11.50 | |||
Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Securities called by warrant | 8,900,000 | 8,900,000 | ||
Warrant, proceeds | $ 8,900,000 | |||
Shares per warrant | 1 | |||
Exercise price of warrant | $ 1 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | Sep. 30, 2020 | Aug. 21, 2020 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 22, 2020 | Aug. 31, 2020 | Aug. 22, 2020 |
Related Party Transaction [Line Items] | ||||||||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% | |||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | |||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 30 days | |||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 150 days | |||||||
Each of the Company's directors | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares transferred | 120,000 | |||||||
Class B ordinary share | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common shares, shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | |||
Over-allotment option | Class B ordinary share | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares subject to forfeiture | 750,000 | |||||||
Shares no longer subject to forfeiture | 750,000 | |||||||
Founder Shares | Class B ordinary share | ||||||||
Related Party Transaction [Line Items] | ||||||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||||
Sponsor | Class B ordinary share | ||||||||
Related Party Transaction [Line Items] | ||||||||
Consideration received | $ 25,000 | |||||||
Shares issued | 7,187,500 | |||||||
Number of shares surrender | 1,437,500 | |||||||
Common shares, shares outstanding | 5,750,000 | |||||||
Sponsor | Founder Shares | Class B ordinary share | ||||||||
Related Party Transaction [Line Items] | ||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||||||
Beneficial Owner | Each of the Company's directors | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares transferred | 40,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Nov. 23, 2020 | Aug. 21, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Nov. 27, 2020 | Sep. 30, 2020 | Aug. 31, 2020 |
Related Party Transaction [Line Items] | |||||||
Accrued expenses | $ 49,934 | $ 40,000 | |||||
Promissory note - related party | 0 | 0 | $ 0 | $ 0 | |||
Repayment of promissory note - related party | 124,826 | ||||||
Exercise price of warrants | $ 11.50 | ||||||
Sponsor | |||||||
Related Party Transaction [Line Items] | |||||||
Face amount | $ 300,000 | ||||||
Administrative Support Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses incurred and paid | 0 | 120,000 | |||||
Accrued expenses | 40,000 | ||||||
Outstanding balance of related party note | 0 | ||||||
Repayment of promissory note - related party | 0 | ||||||
Administrative Support Agreement | Affiliate | |||||||
Related Party Transaction [Line Items] | |||||||
Administrative expenses - related party | $ 10,000 | ||||||
Related Party Loans | |||||||
Related Party Transaction [Line Items] | |||||||
Loan conversion agreement warrant | $ 1,500,000 | ||||||
Exercise price of warrants | $ 1 | ||||||
Working capital Loans outstanding | $ 0 | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Nov. 27, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments And Contingencies | |||
Deferred fee per unit | $ 0.35 | ||
Deferred underwriting fee payable | $ 8,050,000 | $ 8,050,000 | |
Aggregate deferred underwriting fee payable | 750,000 | ||
Contingent Fees | $ 4,000,000 | $ 0 | |
Initial Public Offering | |||
Commitments And Contingencies | |||
Number of units issued | 23,000,000 | ||
Anchor investors | |||
Commitments And Contingencies | |||
Share price per share | $ 495 | ||
Indirect beneficial interest, shares | 142,187 | ||
Anchor investors | Initial Public Offering | |||
Commitments And Contingencies | |||
Number of units issued | 1,980,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Temporary Equity [Line Items] | ||
Class A ordinary shares subject to possible redemption | $ 232,300,000 | $ 232,300,000 |
Class A Ordinary Shares Subject to Redemption | ||
Temporary Equity [Line Items] | ||
Temporary equity, shares authorized | 300,000,000 | 300,000,000 |
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 |
Gross proceeds from Initial Public Offering | $ 230,000,000 | |
Fair value of Public Warrants at issuance | (12,650,000) | |
Offering costs allocated to Class A ordinary shares subject to possible redemption | (11,743,101) | |
Accretion on Class A ordinary shares subject to possible redemption amount | 26,693,101 | |
Class A ordinary shares subject to possible redemption | $ 232,300,000 |
Shareholders' Deficit - Preferr
Shareholders' Deficit - Preferred Stock Shares (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 31, 2020 |
Shareholders' Deficit | ||||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 | 0 | 0 |
Shareholders' Deficit - Common
Shareholders' Deficit - Common Stock Shares (Details) - $ / shares | Aug. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2021 |
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 |
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, Voting Rights | one | one | one | one |
Common shares, shares issued (in shares) | 0 | 0 | 0 | 0 |
Common shares, shares outstanding | 0 | 0 | 0 | 0 |
Class A Ordinary Shares Subject to Possible Redemption. | ||||
Class of Stock [Line Items] | ||||
Class A common stock subject to possible redemption, issued (in shares) | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 |
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 |
Class B ordinary share | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 |
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, Voting Rights | one | one | one | one |
Common shares, shares issued (in shares) | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
Common shares, shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
Aggregated shares issued upon converted basis (in percent) | 20.00% | 20.00% | 20.00% | 20.00% |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 12 Months Ended | |
Dec. 31, 2021D$ / sharesshares | Dec. 31, 2020shares | |
Warrants | ||
Class of Warrant or Right [Line Items] | ||
Maximum period after business combination in which to file registration statement | 20 days | |
Period of time within which registration statement is expected to become effective | 60 days | |
Private Placement Warrants. | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants outstanding | shares | 8,900,000 | 8,900,000 |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise period condition one | P30D | |
Warrant exercise period condition two | P1Y | |
Public Warrants expiration term | 5 years | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 9.20 | |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | |
Trading period after business combination used to measure dilution of warrant | D | 20 | |
Warrant exercise price adjustment multiple | 115 | |
Warrant redemption price adjustment multiple | 180 | |
Restrictions on transfer period of time after business combination completion | 30 days | |
Number of warrants outstanding | shares | 11,500,000 | 11,500,000 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Warrant redemption condition minimum share price | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | 30 days | |
Threshold number of business days before sending notice of redemption to warrant holders | 3 days | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Warrant redemption condition minimum share price | $ 10 | |
Warrant redemption condition minimum share price scenario two | 10 | |
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | 30 days | |
Threshold number of business days before sending notice of redemption to warrant holders | 3 days | |
Public Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Less Than 18.00 | ||
Class of Warrant or Right [Line Items] | ||
Warrant redemption condition minimum share price | $ 18 | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | 30 days | |
Threshold number of business days before sending notice of redemption to warrant holders | 3 days |
Fair Value Measurements - compa
Fair Value Measurements - company's financial assets and liabilities that are measured at fair value on a recurring basis (Details) - Recurring - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Investments held in Trust Account - Mutual funds | $ 232,320,939 | $ 232,301,973 |
Private Placement Warrants. | Level 1 | ||
Liabilities: | ||
Derivative Warrant Liabilities, Fair Value Disclosure | 14,375,000 | 18,975,000 |
Private Placement Warrants. | Level 3 | ||
Liabilities: | ||
Derivative Warrant Liabilities, Fair Value Disclosure | $ 14,774,000,000 | $ 14,685,000 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in the fair value of the derivative warrant liabilities (Details) - Level 3 - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative warrant liabilities at the beginning | $ 0 | $ 14,685,000 |
Issuance of Public and Private Warrants | 22,529,000 | |
Transfer of Public Warrants to Level 1 | (12,650,000) | |
Change in fair value of derivative warrant liabilities | 4,806,000 | 89,000 |
Derivative warrant liabilities at the end | $ 14,685,000 | $ 14,774,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional information (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Measurements | |
Fair value assets, Transfers from Level 1 to Level 2 | $ 0 |
Fair value assets, Transfers from Level 2 to Level 1 | 0 |
Fair value assets, Transfers into Level 3 | 0 |
Transfers out of Level 3 | 0 |
Fair value liabilities, Transfers from Level 1 to Level 2 | 0 |
Fair value liabilities, Transfers from Level 2 to Level 1 | 0 |
Fair value liabilities, Transfers into Level 3 | 0 |
Transfers out of Level 3 | $ 0 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 fair value measurements (Details) - Level 3 | Dec. 31, 2021 | Dec. 31, 2020 |
Exercise price | ||
Derivative Liability, Measurement Input | 11.50 | 11.50 |
IPO Price | ||
Derivative Liability, Measurement Input | 10 | 10 |
Implied Stock Price Range | ||
Derivative Liability, Measurement Input | 10.03 | 10.12 |
Volatility | ||
Derivative Liability, Measurement Input | 26.60 | 21 |
Term | ||
Derivative Liability, Measurement Input | 5.50 | 5.70 |
Risk-free rate | ||
Derivative Liability, Measurement Input | 1.30 | 0.46 |
Dividend Yield | ||
Derivative Liability, Measurement Input | 0 | 0 |