Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 11, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity Registrant Name | HH&L Acquisition Co. | |
Entity Incorporation, State or Country Code | E9 | |
Entity File Number | 001-40006 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | Suite 2001-2002, 20/F, York House | |
Entity Address, Address Line Two | The Landmark, 15 Queen’s Road Central | |
Entity Address, City or Town | Central | |
Entity Address, Country | HK | |
Entity Address, Postal Zip Code | N/A | |
City Area Code | 852 | |
Local Phone Number | 3752-2870 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001824185 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | HHLA.U | |
Security Exchange Name | NYSE | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | HHLA | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 41,400,000 | |
Redeemable Warrants Exercisable For Class Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units | |
Trading Symbol | HHLA WS | |
Security Exchange Name | NYSE | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,350,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 11,309 | $ 399,935 |
Prepaid expenses | 232,193 | 326,283 |
Total current assets | 243,502 | 726,218 |
Investments held in Trust Account | 414,645,708 | 414,023,891 |
Total Assets | 414,889,210 | 414,750,109 |
Current liabilities: | ||
Accounts payable | 283,487 | 176,063 |
Accounts payable - related party | 255,000 | 165,000 |
Accrued expenses | 1,502,616 | 988,825 |
Total current liabilities | 2,041,103 | 1,329,888 |
Derivative warrant liabilities | 5,266,600 | 17,348,800 |
Deferred underwriting commissions | 14,490,000 | 14,490,000 |
Total liabilities | 21,797,703 | 33,168,688 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 41,400,000 shares at $10.01 and $10.00 per share as of June 30, 2022 and December 31, 2021, respectively | 414,545,708 | 414,000,000 |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value 5,000,000 shares authorized none issued or outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (21,455,236) | (32,419,614) |
Total shareholders' deficit | (21,454,201) | (32,418,579) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 414,889,210 | 414,750,109 |
Class B Common Stock | ||
Shareholders' Deficit: | ||
Ordinary shares | $ 1,035 | $ 1,035 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 500,000,000 | 500,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class A Common Stock Subject to Redemption | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares issued | 41,400,000 | 41,400,000 |
Common shares, shares outstanding | 41,400,000 | 41,400,000 |
Temporary equity, shares outstanding | 41,400,000 | 41,400,000 |
Purchase price, per unit | $ 10 | $ 10.01 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 50,000,000 | 50,000,000 |
Common shares, shares issued | 10,350,000 | 10,350,000 |
Common shares, shares outstanding | 10,350,000 | 10,350,000 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
General and administrative expenses | $ 734,122 | $ 161,073 | $ 1,103,931 | $ 470,287 |
Administrative expenses - related party | 45,000 | 45,000 | 90,000 | 75,000 |
Loss from operations | (779,122) | (206,073) | (1,193,931) | (545,287) |
Other income (expenses): | ||||
Change in fair value of derivative warrant liabilities | 2,478,400 | (2,478,400) | 12,082,200 | (5,783,400) |
Financing cost - derivative warrant liabilities | (821,170) | |||
Income from investments held in Trust Account | 588,028 | 6,292 | 621,817 | 9,680 |
Total other income (expenses) | 3,066,428 | (2,472,108) | 12,704,017 | (6,594,890) |
Net income (loss) | $ 2,287,306 | $ (2,678,181) | $ 11,510,086 | $ (7,140,177) |
Class A Common Stock | ||||
Other income (expenses): | ||||
Basic weighted average shares outstanding | 41,400,000 | 41,400,000 | 41,400,000 | 31,245,283 |
Diluted weighted average shares outstanding | 41,400,000 | 41,400,000 | 41,400,000 | 31,245,283 |
Basic net income (loss) per ordinary share | $ 0.04 | $ (0.05) | $ 0.22 | $ (0.17) |
Diluted net income (loss) per ordinary share | $ 0.04 | $ (0.05) | $ 0.22 | $ (0.17) |
Class B Common Stock | ||||
Other income (expenses): | ||||
Basic weighted average shares outstanding | 10,350,000 | 10,350,000 | 10,350,000 | 10,018,868 |
Diluted weighted average shares outstanding | 10,350,000 | 10,350,000 | 10,350,000 | 10,018,868 |
Basic net income (loss) per ordinary share | $ 0.04 | $ (0.05) | $ 0.22 | $ (0.17) |
Diluted net income (loss) per ordinary share | $ 0.04 | $ (0.05) | $ 0.22 | $ (0.17) |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Class B Common Stock Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2020 | $ 1,035 | $ 23,965 | $ (12,681) | $ 12,319 |
Balance at the beginning (in shares) at Dec. 31, 2020 | 10,350,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Excess cash received over the fair value of the private warrants | 3,084,000 | 3,084,000 | ||
Accretion to Class A ordinary share redemption amount | (3,107,965) | (33,727,363) | (36,835,328) | |
Net income/ loss | (4,461,996) | (4,461,996) | ||
Balance at the end at Mar. 31, 2021 | $ 1,035 | (38,202,040) | (38,201,005) | |
Balance at the end (in shares) at Mar. 31, 2021 | 10,350,000 | |||
Balance at the beginning at Dec. 31, 2020 | $ 1,035 | 23,965 | (12,681) | 12,319 |
Balance at the beginning (in shares) at Dec. 31, 2020 | 10,350,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income/ loss | (7,140,177) | |||
Balance at the end at Jun. 30, 2021 | $ 1,035 | 0 | (40,880,221) | (40,879,186) |
Balance at the end (in shares) at Jun. 30, 2021 | 10,350,000 | |||
Balance at the beginning at Dec. 31, 2020 | $ 1,035 | 23,965 | (12,681) | 12,319 |
Balance at the beginning (in shares) at Dec. 31, 2020 | 10,350,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Accretion to Class A ordinary share redemption amount | (36,835,327) | |||
Balance at the end at Dec. 31, 2021 | $ 1,035 | 0 | (32,419,614) | (32,418,579) |
Balance at the end (in shares) at Dec. 31, 2021 | 10,350,000 | |||
Balance at the beginning at Mar. 31, 2021 | $ 1,035 | (38,202,040) | (38,201,005) | |
Balance at the beginning (in shares) at Mar. 31, 2021 | 10,350,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income/ loss | (2,678,181) | (2,678,181) | ||
Balance at the end at Jun. 30, 2021 | $ 1,035 | 0 | (40,880,221) | (40,879,186) |
Balance at the end (in shares) at Jun. 30, 2021 | 10,350,000 | |||
Balance at the beginning at Dec. 31, 2021 | $ 1,035 | 0 | (32,419,614) | (32,418,579) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 10,350,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income/ loss | 0 | 9,222,780 | 9,222,780 | |
Balance at the end at Mar. 31, 2022 | $ 1,035 | 0 | (23,196,834) | (23,195,799) |
Balance at the end (in shares) at Mar. 31, 2022 | 10,350,000 | |||
Balance at the beginning at Dec. 31, 2021 | $ 1,035 | 0 | (32,419,614) | (32,418,579) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 10,350,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income/ loss | 11,510,086 | |||
Balance at the end at Jun. 30, 2022 | $ 1,035 | 0 | (21,455,236) | (21,454,201) |
Balance at the end (in shares) at Jun. 30, 2022 | 10,350,000 | |||
Balance at the beginning at Mar. 31, 2022 | $ 1,035 | 0 | (23,196,834) | (23,195,799) |
Balance at the beginning (in shares) at Mar. 31, 2022 | 10,350,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Accretion to Class A ordinary share redemption amount | 0 | (545,708) | (545,708) | |
Net income/ loss | 0 | 2,287,306 | 2,287,306 | |
Balance at the end at Jun. 30, 2022 | $ 1,035 | $ 0 | $ (21,455,236) | $ (21,454,201) |
Balance at the end (in shares) at Jun. 30, 2022 | 10,350,000 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 11,510,086 | $ (7,140,177) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Income from investments held in Trust Account | (621,817) | (9,680) |
Change in fair value of derivative warrant liabilities | (12,082,200) | 5,783,400 |
Financing cost - derivative warrant liabilities | 821,170 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 94,090 | (462,323) |
Accounts payable | 107,424 | 4,429 |
Accounts payable - related party | 90,000 | 75,000 |
Accrued expenses | 513,791 | 53,677 |
Net cash used in operating activities | (388,626) | (874,504) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (414,000,000) | (414,000,000) |
Net cash used in investing activities | (414,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds received from initial public offering, gross | 414,000,000 | |
Proceeds from private placement | 10,280,000 | |
Repayment of notes payable to related party | (185,116) | |
Offering costs paid | (8,715,098) | |
Net cash provided by financing activities | 415,379,786 | |
Net change in cash | (388,626) | 505,282 |
Cash - beginning of the period | 399,935 | 6,410 |
Cash - end of the period | $ 11,309 | 511,692 |
Supplemental disclosure of noncash investing and financing activities: | ||
Offering costs included in accrued expenses | 85,000 | |
Offering costs included in notes payable | 45,167 | |
Deferred underwriting commissions in connection with the initial public offering | $ 14,490,000 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2022 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Organization and General HH&L Acquisition Co. (the “Company”) was incorporated as a Cayman Islands exempted company on September 4, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). As of June 30, 2022, the Company had not commenced any operations. All activity for the period from September 4, 2020 (inception) through June 30, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since its Initial Public Offering its search for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income from its investments held in the Trust Account funded by the proceeds of the Initial Public Offering. The Company’s sponsor is HH&L Investment Co., a Cayman exempted company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 4, 2021. On February 9, 2021, the Company consummated its Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 5,400,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $414.0 million, and incurring offering costs of approximately $23.7 million, of which approximately $14.5 million was for deferred underwriting commissions (see Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,280,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $10.3 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, a total of $414.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”), located in the United States with Continental Share Transfer & Trust Company acting as trustee, and is invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account 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 Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. Additionally, pursuant to NYSE rules, any business combination must be approved by a majority of our independent directors until the 80% of net assets test described above is satisfied. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). The Company will provide the holders of its Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5). These Public Shares were classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (ASC 480). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company will be adopted upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company adopted an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 9, 2023 (the “Combination Period”) or (B) 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 in conjunction with any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Company’s Sponsor, officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for 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. Going Concern Consideration As of June 30, 2022, the Company had approximately $11,000 in its operating bank account and a working capital deficit of approximately $1.8 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from the Sponsor to cover for certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares (as defined in Note 4), a loan of approximately $185,000 from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full in February 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of June 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loan. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Basis of Presentation – Going Concern,” management has determined that the working capital deficit and mandatory liquidation and subsequent dissolution raise 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 February 9, 2023. Our management plans to complete a Business Combination prior to the mandatory liquidation date and expects to receive financing from the Sponsor or an affiliate of the Sponsor certain of the Company’s officers and directors to meet its obligations through the time of liquidation; however no financing is currently committed. The unaudited condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with generally accepted accounting principles of the United States of America (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of our management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 30, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 30, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limits of $250,000. As of June 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and the management believes the Company is not exposed to significant risks on such accounts. 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 had no cash equivalents held outside the Trust Account as of June 30, 2022 and December 31, 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Use of Estimates The preparation of financial statements in conformity with GAAP requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting periods. Making estimates requires the management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which the 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 condensed financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ significantly from those estimates. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheets, primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 9). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Public Warrants and Private Placement Warrants are recognized as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period until they are exercised. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement have initially been estimated using Monte-Carlo simulations at each measurement date. The Private Placement warrants continue to be estimated using Monte Carlo simulations. As of June 30, 2022 and December 31, 2021, the fair value of the Public Warrants was estimated at their listed public trading price. Derivative warrant liabilities 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. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs 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 allocated to warrant liabilities are expensed as incurred, presented as non-operating expenses in the accompanying statement of operations. Offering costs allocated to the Class A ordinary shares were charged against the carrying value of the shares of Class A ordinary share upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $821,000 was charged to expense in offering costs associated with warrant liabilities and $22.8 million was charged against the carrying value of the Class A ordinary shares subject to possible redemption. The Company classifies deferred underwriting commissions 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. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary share subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary share subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary share (including Class A ordinary share that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary share is classified as shareholders’ equity. The Company’s Class A ordinary share feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2022 and December 31, 2021, 41,400,000 shares of Class A ordinary share subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes FASB ASC 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2022 and December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. 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 share and Class B ordinary share. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share is calculated by dividing the net income (loss) by the weighted average shares of ordinary share outstanding for the respective period. The following table reflects a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary share: For The Three Months Ended June 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 1,829,845 $ 457,461 $ (2,142,545) $ (535,636) Denominator: Basic and diluted weighted average ordinary shares outstanding 41,400,000 10,350,000 41,400,000 10,350,000 Basic and diluted net income (loss) per ordinary share $ 0.04 $ 0.04 $ (0.05) $ (0.05) For The Six Months Ended June 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 9,208,069 $ 2,302,017 $ (5,406,554) $ (1,733,623) Denominator: Basic and diluted weighted average ordinary shares outstanding 41,400,000 10,350,000 31,245,283 10,018,868 Basic and diluted net income (loss) per ordinary share $ 0.22 $ 0.22 $ (0.17) $ (0.17) Recent Accounting Pronouncements The management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
Initial Public Offering. | |
Initial Public Offering | Note 3 On February 9, 2021, the Company consummated its Initial Public Offering of 41,400,000 Units, including 5,400,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $414.0 million, and incurring offering costs of approximately $23.7 million, of which approximately $14.5 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share, and one-half |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On September 7, 2020, the Sponsor paid $25,000, or approximately $0.002 per share, to cover certain expenses on behalf of the Company in exchange for issuance of 14,375,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On January 20, 2021, the Sponsor returned 5,750,000 Founder Shares for no consideration. On February 4, 2021, the sponsor transferred an aggregate of 66,000 of its founder shares, or 22,000 each to the Company’s independent directors for their board service for no cash consideration. These shares are not subject to forfeiture. Also on February 4, 2021, the Company effected a share dividend of 1,725,000 Class B ordinary shares, resulting in an aggregate of 10,350,000 Class B ordinary shares outstanding. The Sponsor had agreed to forfeit up to 1,350,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The forfeiture would be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. If the Company increased or decreased the size of the offering, the Company would have effected a share capitalization or share contribution back to capital, as applicable, immediately prior to the consummation of the Initial Public Offering in such amount as to maintain the Founder Share ownership of the Company’s shareholders prior to the Initial Public Offering at 20.0% of the Company’s issued and outstanding ordinary shares upon the consummation of the Initial Public Offering. The over-allotment was exercised, as such no shares are subject to forfeiture. The Initial Shareholders will agree, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lockup. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 10,280,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $10.3 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On September 7, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. As of February 9, 2021, the Company borrowed approximately $185,000 under the Note. On February 9, 2021, the Company repaid approximately $6,000 to the Sponsor. On February 11, 2021, the Company paid the remaining balance of the Note and such loan is no longer available to the Company. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million 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 terms of the warrants would be identical to those of the Private Placement Warrants. As of June 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Agreement Commencing on the date the Company’s securities were first listed on the New York Stock Exchange, the Company agreed to pay the Sponsor a total of $15,000 per month for office space, utilities, secretarial and administrative services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended June 30, 2022 and 2021, the Company incurred $45,000 of expenses in connection with such services in each period, which were recognized in the accompanying condensed statements of operations as administrative expenses - related party. For the six months ended June 30, 2022 and 2021, the Company incurred $90,000 and $75,000 of expenses in connection with such services, respectively, which were recognized in the accompanying condensed statements of operations as administrative expenses - related party. As of June 30, 2022 and December 31, 2021, the Company recorded unpaid balance in connection with such services of $255,000 and $165,000 in accounts payable - related party outstanding, respectively, as reflected in the accompanying unaudited condensed balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration and Shareholder Rights The holders of (i) Founder Shares, (ii) Private Placement Warrants (and the Class A ordinary shares underlying such Private Placement Warrants), and (iii) private placement warrants that may be issued upon conversion of Working Capital Loans are entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 5,400,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On February 9, 2021, the underwriter fully exercised its over-allotment option. The underwriter was entitled to an underwriting discount of $0.20 per unit, or approximately $8.3 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $14.5 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. 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. Risks and Uncertainties The management continues to evaluate the impact of the COVID-19 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, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The impact of this action and related sanctions on the world economy are not determinable as of the date of this Report and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Warrant Liabilities | |
Derivative Warrant Liabilities | Note 6 — Derivative Warrant Liabilities As of June 30, 2022 and December 31, 2021, the Company has 20,700,000 and 10,280,000 Public Warrants and Private Placement Warrants, respectively, outstanding. The Public Warrants will become exercisable at $11.50 per share on the later of (a) 30 days after the completion of the initial Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital-raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders 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, plus interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A ordinary shares during the 10-trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price”. The terms of the Private Placement Warrants are identical to those of the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. Once the warrants become exercisable, the Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for 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. If the Company calls the warrants for redemption as described above, the Company will have the option to require any holder that wishes to exercise his, her or its warrant to do so on a “cashless basis.” In no event will the Company be required to net cash settle any Warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless. |
Class A Ordinary Share Subject
Class A Ordinary Share Subject to Possible Redemption | 6 Months Ended |
Jun. 30, 2022 | |
Class A Ordinary Share Subject to Possible Redemption. | |
Class A Ordinary Share Subject to Possible Redemption | Note 7 — Class A Ordinary Share Subject to Possible Redemption The Company’s Class A ordinary share 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 500,000,000 shares of Class A ordinary share with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary share are entitled to one vote for each share. As of June 30, 2022 and December 31, 2021, there were 41,400,000 shares of Class A ordinary share outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the condensed balance sheets. The Class A ordinary share subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds $ 414,000,000 Less: Fair value of Public Warrants at issuance (14,076,000) Offering costs allocated to Class A ordinary shares subject to possible redemption (22,759,327) Plus: Accretion of carrying value to redemption value 36,835,327 Class A ordinary shares subject to possible redemption - December 31, 2021 414,000,000 Increase in redemption value of Class A ordinary shares subject to redemption 545,708 Class A ordinary shares subject to possible redemption - June 30, 2022 $ 414,545,708 |
Shareholders' Deficit
Shareholders' Deficit | 6 Months Ended |
Jun. 30, 2022 | |
Shareholders' Deficit | |
Shareholders' Deficit | Note 8 — Shareholders’ Deficit Preference Shares— Class A Ordinary Shares— Class B Ordinary Shares— Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9 — Fair Value Measurements 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 June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. June 30, 2022 Significant Other Quoted Prices in Significant Other Unobservable Active Markets Observable Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 414,645,708 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrant $ 3,519,000 $ — $ — Derivative warrant liabilities - Private Placement Warrant $ — $ — $ 1,747,600 December 31, 2021 Significant Other Quoted Prices in Significant Other Unobservable Active Markets Observable Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 414,023,891 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrant $ 11,592,000 $ — $ — Derivative warrant liabilities - Private Placement Warrant $ — $ — $ 5,756,800 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement in March 2021, as the Public Warrants starting trading on March 30, 2021. Level 1 assets include investment in money market funds that invest solely in U.S. Treasury Securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers or similar sources to determine fair value of its investments. The Company utilized a Monte-Carlo simulation to estimate the fair value of the warrants initially and subsequently for the Private Warrants, with changes in fair value recognized in the statements of operations. On June 30, 2022 and December 31, 2021, the fair value of the Public Warrants was measured using the public trading price. For the three months ended June 30, 2022 and 2021, the Company recognized a gain (loss) from a decrease (increase) in the fair value of liabilities of approximately $2.5 million and approximately $(2.5) million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statements of operations. For the six months ended June 30, 2022 and 2021, the Company recognized a gain (loss) from a decrease (increase) in the fair value of liabilities of approximately $12.1 million and approximately $(5.8) million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statements of operations. The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs as of June 30, 2022 and 2021 are summarized as follows: Derivative warrant liabilities at December 31, 2021 - Level 3 $ 5,756,800 Change in fair value of derivative warrant liabilities - Level 3 (3,186,800) Derivative warrant liabilities at June 30, 2022 - Level 3 $ 2,570,000 Change in fair value of derivative warrant liabilities - Level 3 (822,400) Derivative warrant liabilities at June 30, 2022 - Level 3 $ 1,747,600 Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants - Level 3 21,272,000 Transfer of Public Warrants to Level 1 Measurement (14,076,000) Change in fair value of derivative warrant liabilities - Level 3 1,028,000 Derivative warrant liabilities at March 31, 2021 - Level 3 8,224,000 Change in fair value of derivative warrant liabilities - Level 3 822,400 Derivative warrant liabilities at June 30, 2021 - Level 3 $ 9,046,400 The estimated fair value of the derivative warrant liabilities has been determined using Level 3 inputs. Inherent in a Monte-Carlo simulation are assumptions related to expected stock-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The following table provides quantitative information regarding the Level 3 fair value measurements inputs at their measurement dates: June 30, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Volatility 1.7 % 10.00 % Stock price $ 9.82 $ 9.73 Expected life of the options to convert 5.45 5.61 Risk-free rate 2.97 % 1.31 % Dividend yield 0 % 0 % The primary significant unobservable input used in the fair value measurement of the Company’s Private Placement Warrants is the expected volatility of the ordinary shares. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that have occurred that would require adjustment or disclosures in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with generally accepted accounting principles of the United States of America (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of our management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 30, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 30, 2022. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limits of $250,000. As of June 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and the management believes the Company is not exposed to significant risks on such accounts. |
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 had no cash equivalents held outside the Trust Account as of June 30, 2022 and December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting periods. Making estimates requires the management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which the 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 condensed financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ significantly from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheets, primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 9). |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Public Warrants and Private Placement Warrants are recognized as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period until they are exercised. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement have initially been estimated using Monte-Carlo simulations at each measurement date. The Private Placement warrants continue to be estimated using Monte Carlo simulations. As of June 30, 2022 and December 31, 2021, the fair value of the Public Warrants was estimated at their listed public trading price. Derivative warrant liabilities 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. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs 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 allocated to warrant liabilities are expensed as incurred, presented as non-operating expenses in the accompanying statement of operations. Offering costs allocated to the Class A ordinary shares were charged against the carrying value of the shares of Class A ordinary share upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $821,000 was charged to expense in offering costs associated with warrant liabilities and $22.8 million was charged against the carrying value of the Class A ordinary shares subject to possible redemption. The Company classifies deferred underwriting commissions 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. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary share subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary share subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary share (including Class A ordinary share that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary share is classified as shareholders’ equity. The Company’s Class A ordinary share feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2022 and December 31, 2021, 41,400,000 shares of Class A ordinary share subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Income Taxes | Income Taxes FASB ASC 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2022 and December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. 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 share and Class B ordinary share. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share is calculated by dividing the net income (loss) by the weighted average shares of ordinary share outstanding for the respective period. The following table reflects a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary share: For The Three Months Ended June 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 1,829,845 $ 457,461 $ (2,142,545) $ (535,636) Denominator: Basic and diluted weighted average ordinary shares outstanding 41,400,000 10,350,000 41,400,000 10,350,000 Basic and diluted net income (loss) per ordinary share $ 0.04 $ 0.04 $ (0.05) $ (0.05) For The Six Months Ended June 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 9,208,069 $ 2,302,017 $ (5,406,554) $ (1,733,623) Denominator: Basic and diluted weighted average ordinary shares outstanding 41,400,000 10,350,000 31,245,283 10,018,868 Basic and diluted net income (loss) per ordinary share $ 0.22 $ 0.22 $ (0.17) $ (0.17) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of calculation of basic and diluted net income (loss) per ordinary share | For The Three Months Ended June 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 1,829,845 $ 457,461 $ (2,142,545) $ (535,636) Denominator: Basic and diluted weighted average ordinary shares outstanding 41,400,000 10,350,000 41,400,000 10,350,000 Basic and diluted net income (loss) per ordinary share $ 0.04 $ 0.04 $ (0.05) $ (0.05) For The Six Months Ended June 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 9,208,069 $ 2,302,017 $ (5,406,554) $ (1,733,623) Denominator: Basic and diluted weighted average ordinary shares outstanding 41,400,000 10,350,000 31,245,283 10,018,868 Basic and diluted net income (loss) per ordinary share $ 0.22 $ 0.22 $ (0.17) $ (0.17) |
Class A Ordinary Share Subjec_2
Class A Ordinary Share Subject to Possible Redemption (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Class A Ordinary Share Subject to Possible Redemption. | |
Schedule of reconciliation of Class A ordinary share subject to possible redemption reflected on the condensed balance sheet | Gross proceeds $ 414,000,000 Less: Fair value of Public Warrants at issuance (14,076,000) Offering costs allocated to Class A ordinary shares subject to possible redemption (22,759,327) Plus: Accretion of carrying value to redemption value 36,835,327 Class A ordinary shares subject to possible redemption - December 31, 2021 414,000,000 Increase in redemption value of Class A ordinary shares subject to redemption 545,708 Class A ordinary shares subject to possible redemption - June 30, 2022 $ 414,545,708 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Measurements | |
Schedule of company's assets that are measured at fair value on a recurring basis | Significant Other Quoted Prices in Significant Other Unobservable Active Markets Observable Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 414,645,708 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrant $ 3,519,000 $ — $ — Derivative warrant liabilities - Private Placement Warrant $ — $ — $ 1,747,600 December 31, 2021 Significant Other Quoted Prices in Significant Other Unobservable Active Markets Observable Inputs Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 414,023,891 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrant $ 11,592,000 $ — $ — Derivative warrant liabilities - Private Placement Warrant $ — $ — $ 5,756,800 |
Schedule of change in the fair value of the warrant liabilities | The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs as of June 30, 2022 and 2021 are summarized as follows: Derivative warrant liabilities at December 31, 2021 - Level 3 $ 5,756,800 Change in fair value of derivative warrant liabilities - Level 3 (3,186,800) Derivative warrant liabilities at June 30, 2022 - Level 3 $ 2,570,000 Change in fair value of derivative warrant liabilities - Level 3 (822,400) Derivative warrant liabilities at June 30, 2022 - Level 3 $ 1,747,600 Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants - Level 3 21,272,000 Transfer of Public Warrants to Level 1 Measurement (14,076,000) Change in fair value of derivative warrant liabilities - Level 3 1,028,000 Derivative warrant liabilities at March 31, 2021 - Level 3 8,224,000 Change in fair value of derivative warrant liabilities - Level 3 822,400 Derivative warrant liabilities at June 30, 2021 - Level 3 $ 9,046,400 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | June 30, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Volatility 1.7 % 10.00 % Stock price $ 9.82 $ 9.73 Expected life of the options to convert 5.45 5.61 Risk-free rate 2.97 % 1.31 % Dividend yield 0 % 0 % |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 6 Months Ended | ||||
Feb. 09, 2021 USD ($) $ / shares shares | Sep. 04, 2020 item | Jun. 30, 2022 USD ($) item $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |||||
Condition for future business combination number of businesses minimum | item | 1 | 1 | |||
Proceeds received from initial public offering, gross | $ 414,000,000 | ||||
Offering costs | 8,715,098 | ||||
Deferred underwriting commissions | $ 14,490,000 | $ 14,490,000 | |||
Offering costs | 8,715,098 | ||||
Cash held outside the Trust Account | 11,309 | 399,935 | |||
Payments for investment of cash in Trust Account | $ 414,000,000 | 414,000,000 | |||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 185 days | ||||
Duration of combination period | 24 months | ||||
Operating bank accounts | $ 11,000 | ||||
Working capital | $ 1,800,000 | ||||
Repayment of promissory note - related party | $ 185,116 | ||||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | shares | 41,400,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | |||
Proceeds received from initial public offering, gross | $ 414,000,000 | ||||
Offering costs | 23,700,000 | ||||
Deferred underwriting commissions | 14,500,000 | ||||
Offering costs | $ 23,700,000 | ||||
Condition for future business combination use of proceeds percentage | 80 | ||||
Condition For Future Business Combination Threshold Percentage Ownership | 80 | ||||
Threshold percentage of outstanding voting securities of target to be acquired by post transaction company to complete business combination | 50% | ||||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | ||||
Threshold Percentage Of Public Shares Subject To Redemption Without Company's Prior Written Consent | 20% | ||||
Threshold business days for redemption of public shares | 10 days | ||||
Percentage Obligation To Redeem Public Shares If Entity Does Not Complete A Business Combination | 100% | ||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | ||||
Maximum interest to pay for Dissolution expenses | $ 100,000 | ||||
Initial Public Offering | Class A Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | shares | 41,400,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Proceeds received from initial public offering, gross | $ 414,000,000 | ||||
Private Placement | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants issued | shares | 10,280,000 | ||||
Price of warrant | $ / shares | $ 1 | ||||
Proceeds from sale of Private Placement Warrants | $ 10,300,000 | ||||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | shares | 5,400,000 | 5,400,000 | |||
Over-allotment option | Class A Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | shares | 5,400,000 | ||||
Founder Shares | Sponsor | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Consideration received | $ 25,000 | ||||
Amount borrowed under note | 185,000 | ||||
Working Capital Loans | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Notes Payable, Related Parties | $ 0 | $ 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | ||||
Feb. 09, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Feb. 04, 2021 | |
Federal Depository Insurance Coverage limit | $ 250,000 | ||||
Cash equivalents | 0 | $ 0 | |||
Financing cost - derivative warrant liabilities | $ 821,000 | $ 821,170 | |||
Unrecognized tax benefits | 0 | 0 | |||
Unrecognized tax benefits accrued for interest and penalties | 0 | $ 0 | |||
Offering costs charged to shareholders equity | $ 22,800,000 | ||||
Private Placement Warrants | |||||
Class of warrant or right, outstanding | 10,280,000 | 10,280,000 | |||
Public Warrants | |||||
Class of warrant or right, outstanding | 20,700,000 | 20,700,000 | |||
Private Placement | Private Placement Warrants | |||||
Number of warrants issued | 10,280,000 | ||||
Class B Common Stock | |||||
Common shares, shares issued (in shares) | 10,350,000 | 10,350,000 | |||
Common shares, shares outstanding (in shares) | 10,350,000 | 10,350,000 | 10,350,000 | ||
Class A Common Stock Subject to Redemption | |||||
Temporary equity, shares outstanding | 41,400,000 | 41,400,000 | |||
Common shares, shares issued (in shares) | 41,400,000 | 41,400,000 | |||
Common shares, shares outstanding (in shares) | 41,400,000 | 41,400,000 | |||
Class A Common Stock | |||||
Purchase of aggregate shares | 30,980,000 | ||||
Common shares, shares issued (in shares) | 0 | 0 | |||
Common shares, shares outstanding (in shares) | 0 | 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Class A Common Stock | ||||
Denominator: | ||||
Basic weighted average shares outstanding | 41,400,000 | 41,400,000 | 41,400,000 | 31,245,283 |
Diluted weighted average shares outstanding | 41,400,000 | 41,400,000 | 41,400,000 | 31,245,283 |
Basic net income (loss) per ordinary share | $ 0.04 | $ (0.05) | $ 0.22 | $ (0.17) |
Diluted net income (loss) per ordinary share | $ 0.04 | $ (0.05) | $ 0.22 | $ (0.17) |
Class A Common Stock | Common Stock | ||||
Numerator: | ||||
Allocation of net income (loss) - basic | $ 1,829,845 | $ (2,142,545) | $ 9,208,069 | $ (5,406,554) |
Allocation of net income (loss) - diluted | $ 1,829,845 | $ (2,142,545) | $ 9,208,069 | $ (5,406,554) |
Denominator: | ||||
Basic weighted average shares outstanding | 41,400,000 | 41,400,000 | 41,400,000 | 31,245,283 |
Diluted weighted average shares outstanding | 41,400,000 | 41,400,000 | 41,400,000 | 31,245,283 |
Basic net income (loss) per ordinary share | $ 0.04 | $ (0.05) | $ 0.22 | $ (0.17) |
Diluted net income (loss) per ordinary share | $ 0.04 | $ (0.05) | $ 0.22 | $ (0.17) |
Class B Common Stock | ||||
Denominator: | ||||
Basic weighted average shares outstanding | 10,350,000 | 10,350,000 | 10,350,000 | 10,018,868 |
Diluted weighted average shares outstanding | 10,350,000 | 10,350,000 | 10,350,000 | 10,018,868 |
Basic net income (loss) per ordinary share | $ 0.04 | $ (0.05) | $ 0.22 | $ (0.17) |
Diluted net income (loss) per ordinary share | $ 0.04 | $ (0.05) | $ 0.22 | $ (0.17) |
Class B Common Stock | Common Stock | ||||
Numerator: | ||||
Allocation of net income (loss) - basic | $ 457,461 | $ (535,636) | $ 2,302,017 | $ (1,733,623) |
Allocation of net income (loss) - diluted | $ 457,461 | $ (535,636) | $ 2,302,017 | $ (1,733,623) |
Denominator: | ||||
Basic weighted average shares outstanding | 10,350,000 | 10,350,000 | 10,350,000 | 10,018,868 |
Diluted weighted average shares outstanding | 10,350,000 | 10,350,000 | 10,350,000 | 10,018,868 |
Basic net income (loss) per ordinary share | $ 0.04 | $ (0.05) | $ 0.22 | $ (0.17) |
Diluted net income (loss) per ordinary share | $ 0.04 | $ (0.05) | $ 0.22 | $ (0.17) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 6 Months Ended | |||
Feb. 09, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds received from initial public offering, gross | $ 414,000,000 | |||
Offering costs | $ 8,715,098 | |||
Deferred underwriting commissions | $ 14,490,000 | $ 14,490,000 | ||
Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Exercise price of warrants | $ 11.50 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 41,400,000 | |||
Purchase price, per unit | $ 10 | $ 10 | ||
Proceeds received from initial public offering, gross | $ 414,000,000 | |||
Offering costs | 23,700,000 | |||
Deferred underwriting commissions | $ 14,500,000 | |||
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 | |||
Number of shares issuable per warrant | 1 | |||
Exercise price of warrants | $ 11.50 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 5,400,000 | 5,400,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | 6 Months Ended | ||||
Feb. 04, 2021 shares | Sep. 07, 2020 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) D $ / shares shares | Dec. 31, 2021 $ / shares shares | Jan. 20, 2021 shares | |
Related Party Transaction [Line Items] | |||||
Number of sponsor shares transferred | 66,000 | ||||
Number of sponsor shares transferred per independent director for board service | 22,000 | ||||
Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Common stock, par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, shares outstanding | 10,350,000 | 10,350,000 | 10,350,000 | ||
Class B Common Stock | Over-allotment option | |||||
Related Party Transaction [Line Items] | |||||
Shares subject to forfeiture | 1,350,000 | ||||
Sponsor | Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Shares subject to forfeiture | 0 | ||||
Founder Shares | Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Consideration received | $ | $ 25,000 | ||||
Founder Shares | Sponsor | Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Consideration received | $ | $ 25,000 | ||||
Sale of stock, price per share | $ / shares | $ 0.002 | ||||
Common stock, par or stated value per share | $ / shares | $ 0.0001 | ||||
Consideration received, shares | 14,375,000 | ||||
Aggregate of sponsor shares surrendered | 5,750,000 | ||||
Share dividend | 1,725,000 | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | ||||
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) | $ / shares | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
Related Party Transactions Priv
Related Party Transactions Private placement (Details) $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | |
Period after completion of initial business combination | 30 days |
Private Placement | Private Placement Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants to purchase shares issued | shares | 10,280,000 |
Price of warrants | $ 1 |
Proceeds from sale of Private Placement Warrants | $ | $ 10.3 |
Exercise price of warrant | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Feb. 09, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Sep. 07, 2020 | |
Related Party Transaction [Line Items] | |||||||
Repayment of promissory note - related party | $ 185,116 | ||||||
Accounts payable - related party | $ 255,000 | $ 255,000 | $ 165,000 | ||||
Promissory Note with Related Party | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||||
Amount borrowed under note | $ 185,000 | ||||||
Repayment of promissory note - related party | $ 6,000 | ||||||
Administrative Support Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses per month | 15,000 | ||||||
Accounts payable - related party | 255,000 | 255,000 | 165,000 | ||||
Expenses incurred | 45,000 | $ 45,000 | 90,000 | $ 75,000 | |||
Related Party Loans | |||||||
Related Party Transaction [Line Items] | |||||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | |||||
Related Party Loans | Working capital loans warrant | |||||||
Related Party Transaction [Line Items] | |||||||
Price of warrant | $ 1 | $ 1 | |||||
Working Capital Loans | |||||||
Related Party Transaction [Line Items] | |||||||
Notes Payable, Related Parties | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
Feb. 09, 2021 | Jun. 30, 2022 | |
Loss Contingencies [Line Items] | ||
Granted Term | 45 days | |
Initial Public Offering | ||
Loss Contingencies [Line Items] | ||
Number of units issued | 41,400,000 | |
Deferred fee per unit | $ 0.20 | |
Aggregate underwriter cash discount | $ 8.3 | |
Underwriting cash discount per unit | $ 0.35 | |
Underwriter cash discount | $ 14.5 | |
Over-allotment option | ||
Loss Contingencies [Line Items] | ||
Number of units issued | 5,400,000 | 5,400,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 6 Months Ended | |
Jun. 30, 2022 D $ / shares shares | Dec. 31, 2021 shares | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right, outstanding | shares | 10,280,000 | 10,280,000 |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right, outstanding | shares | 20,700,000 | 20,700,000 |
Exercise price of warrants | $ 11.50 | |
Maximum Threshold Period For Filing Registration Statement After Business Combination | 15 days | |
Maximum Threshold Period For Registration Statement To Become Effective After Business Combination | 60 days | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Public Warrants exercisable term from the closing of the initial public offering | 12 months | |
Public Warrants expiration term | 5 years | |
Public Warrants | Class A Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Threshold consecutive trading days for redemption of public warrants | D | 10 | |
Share Price | $ 9.20 | |
Percentage of Gross Proceeds on Total Equity Proceed | 60% | |
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] | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Redemption Period | 30 days | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Threshold trading days for redemption of public warrants | D | 20 | |
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] | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180% | |
Redemption Period | 30 days | |
Redemption price per public warrant (in dollars per share) | $ 10 |
Class A Ordinary Share Subjec_3
Class A Ordinary Share Subject to Possible Redemption (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 USD ($) Vote $ / shares shares | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) Vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Temporary Equity [Line Items] | ||||
Gross Proceeds | $ 414,000,000 | |||
Fair value of Public Warrants at issuance | (14,076,000) | |||
Offering costs allocated to Class A ordinary shares subject to possible redemption | (22,759,327) | |||
Accretion of carrying value to redemption value | $ 545,708 | $ 36,835,328 | 36,835,327 | |
Temporary Equity, Carrying Amount, Attributable to Parent | $ 414,545,708 | $ 414,545,708 | $ 414,000,000 | |
Increase in redemption value of Class A ordinary shares subject to redemption | $ 545,708 | |||
Class A Common Stock | ||||
Temporary Equity [Line Items] | ||||
Common Stock, Shares Authorized | shares | 500,000,000 | 500,000,000 | 500,000,000 | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Stock, Number Of Votes Per Share | Vote | 1 | 1 | ||
Class A Common Stock Subject to Redemption | ||||
Temporary Equity [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Temporary equity, shares outstanding | shares | 41,400,000 | 41,400,000 | 41,400,000 |
Shareholders' Deficit - Preferr
Shareholders' Deficit - Preferred Stock Shares (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Shareholders' Deficit | ||
Preferred shares, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Shareholders' Deficit - Common
Shareholders' Deficit - Common Stock Shares (Details) - $ / shares | 6 Months Ended | |||
Jun. 30, 2022 | Dec. 31, 2021 | Feb. 04, 2021 | Sep. 07, 2020 | |
Class of Stock [Line Items] | ||||
Ownership percentage of issued and outstanding ordinary shares by initial shareholders | 20% | |||
Ratio to be applied to the stock in the conversion | 1 | |||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common shares, shares issued (in shares) | 0 | 0 | ||
Common shares, shares outstanding (in shares) | 0 | 0 | ||
Class A Common Stock Subject to Redemption | ||||
Class of Stock [Line Items] | ||||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common shares, shares issued (in shares) | 41,400,000 | 41,400,000 | ||
Common shares, shares outstanding (in shares) | 41,400,000 | 41,400,000 | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 41,400,000 | 41,400,000 | ||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common shares, shares issued (in shares) | 10,350,000 | 10,350,000 | ||
Common shares, shares outstanding (in shares) | 10,350,000 | 10,350,000 | 10,350,000 | |
Class B Common Stock | Sponsor | Founder Shares | ||||
Class of Stock [Line Items] | ||||
Common shares, par value (in dollars per share) | $ 0.0001 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Investments held in Trust Account | $ 414,645,708 | $ 414,023,891 |
Liabilities: | ||
Derivative warrant liabilities | 5,266,600 | 17,348,800 |
Level 1 | Recurring | ||
Assets: | ||
Investments held in Trust Account | 414,645,708 | 414,023,891 |
Level 1 | Recurring | Public Warrants | ||
Liabilities: | ||
Derivative warrant liabilities | 3,519,000 | 11,592,000 |
Level 3 | Recurring | Private Placement Warrants | ||
Liabilities: | ||
Derivative warrant liabilities | $ 1,747,600 | $ 5,756,800 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 3 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Change in fair value of derivative liabilities, Statement of operations | Change in fair value of derivative warrant liabilities | Change in fair value of derivative warrant liabilities | ||
Level 3 | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Derivative warrant liabilities at the beginning - Level 3 | $ 2,570,000 | $ 5,756,800 | $ 8,224,000 | |
Issuance of Public and Private Warrants - Level 3 | $ 21,272,000 | |||
Transfer of Public Warrants to Level 1 Measurement | (14,076,000) | |||
Change in fair value of derivative warrant liabilities - Level 3 | (822,400) | (3,186,800) | 822,400 | 1,028,000 |
Derivative warrant liabilities at the ending - Level 3 | $ 1,747,600 | $ 2,570,000 | $ 9,046,400 | $ 8,224,000 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3 | Jun. 30, 2022 | Dec. 31, 2021 |
Exercise price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 11.50 | 11.50 |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 1.7 | 10 |
Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 9.82 | 9.73 |
Expected life of the options to convert | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 5.45 | 5.61 |
Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 2.97 | 1.31 |
Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 0 | 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Change in fair value of derivative warrant liabilities | $ (2,478,400) | $ 2,478,400 | $ (12,082,200) | $ 5,783,400 |
Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Change in fair value of derivative warrant liabilities | $ 2,500,000 | $ (2,500,000) | $ 12,100,000 | $ (5,800,000) |