Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 10, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | AUTHENTIC EQUITY ACQUISITION CORP. | |
Trading Symbol | AEAC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001827392 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39903 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1562072 | |
Entity Address, Address Line One | 32 Elm Place | |
Entity Address, Address Line Two | 2nd Floor | |
Entity Address, City or Town | Rye | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10580 | |
City Area Code | (646) | |
Local Phone Number | 374-0919 | |
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Class A Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Class B Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 7,000,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash | $ 50,175 | $ 442,162 | |
Prepaid expenses | 156,805 | 233,630 | |
Total current assets | 206,980 | 675,792 | |
Investments held in Trust Account | 230,334,409 | 230,021,742 | |
Total Assets | 230,541,389 | 230,697,534 | |
Current liabilities: | |||
Accounts payable | 113,648 | 170,379 | |
Accounts payable - related party | 10,000 | 10,000 | |
Accrued expenses | 750,944 | 696,356 | |
Total current liabilities | 874,592 | 876,735 | |
Deferred underwriting commissions | 8,050,000 | 8,050,000 | |
Derivative liabilities | 1,891,600 | 9,810,600 | |
Total Liabilities | 10,816,192 | 18,737,335 | |
Commitments and Contingencies | |||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares issued and outstanding at $10.01 and $10.00 per share redemption value as of June 30, 2022 and December 31, 2021, respectively | 230,234,409 | 230,000,000 | |
Shareholders’ Deficit | |||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of June 30, 2022 and December 31, 2021 | |||
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; no non-redeemable shares issued or outstanding as of June 30, 2022 and December 31, 2021 | |||
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 7,000,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021 | [1] | 700 | 700 |
Accumulated deficit | (10,509,912) | (18,040,501) | |
Total shareholders’ deficit | (10,509,212) | (18,039,801) | |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ 230,541,389 | $ 230,697,534 | |
[1] Class B ordinary shares amount includes up to 1,250,000 Class B ordinary shares subject to forfeiture depending on the number of units purchased under the Forward Purchase Agreement. |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 | 1,000,000 |
Preference shares, shares issued | ||
Preference shares, shares outstanding | ||
Class A Ordinary Shares | ||
Ordinary shares subject to possible redemption par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares subject to possible redemption, issued | 23,000,000 | 23,000,000 |
Ordinary shares subject to possible redemption, outstanding | 23,000,000 | 23,000,000 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 300,000,000 | 300,000,000 |
Ordinary shares, shares issued | ||
Ordinary shares, shares outstanding | ||
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 30,000,000 | 30,000,000 |
Ordinary shares, shares issued | 7,000,000 | 7,000,000 |
Ordinary shares, shares outstanding | 7,000,000 | 7,000,000 |
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 | ||
Operating expenses | |||||
General and administrative expenses | $ 133,950 | $ 215,787 | $ 406,669 | $ 802,642 | |
Administrative fee - related party | 30,000 | 30,000 | 60,000 | 53,871 | |
Loss from operations | (163,950) | (245,787) | (466,669) | (856,513) | |
Other income (expenses) | |||||
Change in fair value of derivative assets and liabilities | 3,459,800 | (4,057,700) | 7,919,000 | 4,822,100 | |
Offering costs allocated to issuance of Public Warrants and Private Placement Warrants | (701,682) | ||||
Loss on excess of fair value over cash received for Private Placement Warrants | (1,352,500) | ||||
Net gain from investments held in Trust Account | 292,161 | 5,734 | 312,667 | 10,146 | |
Net income (loss) | $ 3,588,011 | $ (4,297,753) | $ 7,764,998 | $ 1,921,551 | |
Class A Ordinary Shares | |||||
Other income (expenses) | |||||
Weighted average shares outstanding, basic (in Shares) | 23,000,000 | 23,000,000 | 23,000,000 | 20,585,635 | |
Basic net income (loss) per share (in Dollars per share) | $ 0.12 | $ (0.15) | $ 0.27 | $ 0.07 | |
Class B Ordinary Shares | |||||
Other income (expenses) | |||||
Weighted average shares outstanding, basic (in Shares) | [1] | 5,750,000 | 5,750,000 | 5,750,000 | 5,671,271 |
Weighted average shares outstanding, diluted (in Shares) | [1] | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
Basic net income (loss) per share (in Dollars per share) | $ 0.12 | $ (0.15) | $ 0.27 | $ 0.07 | |
[1] These numbers exclude up to 1,250,000 Class B ordinary shares subject to forfeiture depending on the number of units purchased under the Forward Purchase Agreement. |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Class A Ordinary Shares | ||||
Weighted average shares outstanding, diluted (in Shares) | 23,000,000 | 23,000,000 | 23,000,000 | 20,585,635 |
Diluted net income (loss) per shares | $ 0.12 | $ (0.15) | $ 0.27 | $ 0.07 |
Class B Ordinary Shares | ||||
Diluted net income (loss) per shares | $ 0.12 | $ (0.15) | $ 0.27 | $ 0.07 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Changes in Shareholders’ Deficit - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at Dec. 31, 2020 | $ 700 | $ 24,300 | $ (34,249) | $ (9,249) | ||
Balance (in Shares) at Dec. 31, 2020 | [1] | 7,000,000 | ||||
Accretion on Class A ordinary shares subject to possible redemption amount | (24,300) | (24,968,640) | (24,992,940) | |||
Accretion on Class A ordinary shares subject to possible redemption amount (in Shares) | [1] | |||||
Net income (loss) | 6,219,304 | 6,219,304 | ||||
Balance at Mar. 31, 2021 | $ 700 | (18,783,585) | (18,782,885) | |||
Balance (in Shares) at Mar. 31, 2021 | [1] | 7,000,000 | ||||
Balance at Dec. 31, 2020 | $ 700 | 24,300 | (34,249) | (9,249) | ||
Balance (in Shares) at Dec. 31, 2020 | [1] | 7,000,000 | ||||
Net income (loss) | 1,921,551 | |||||
Balance at Jun. 30, 2021 | $ 700 | (23,081,338) | (23,080,638) | |||
Balance (in Shares) at Jun. 30, 2021 | [1] | 7,000,000 | ||||
Balance at Mar. 31, 2021 | $ 700 | (18,783,585) | (18,782,885) | |||
Balance (in Shares) at Mar. 31, 2021 | [1] | 7,000,000 | ||||
Net income (loss) | (4,297,753) | (4,297,753) | ||||
Balance at Jun. 30, 2021 | $ 700 | (23,081,338) | (23,080,638) | |||
Balance (in Shares) at Jun. 30, 2021 | [1] | 7,000,000 | ||||
Balance at Dec. 31, 2021 | $ 700 | (18,040,501) | (18,039,801) | |||
Balance (in Shares) at Dec. 31, 2021 | [1] | 7,000,000 | ||||
Net income (loss) | 4,176,987 | 4,176,987 | ||||
Balance at Mar. 31, 2022 | $ 700 | (13,863,514) | (13,862,814) | |||
Balance (in Shares) at Mar. 31, 2022 | [1] | 7,000,000 | ||||
Balance at Dec. 31, 2021 | $ 700 | (18,040,501) | (18,039,801) | |||
Balance (in Shares) at Dec. 31, 2021 | [1] | 7,000,000 | ||||
Net income (loss) | 7,764,998 | |||||
Balance at Jun. 30, 2022 | $ 700 | (10,509,912) | (10,509,212) | |||
Balance (in Shares) at Jun. 30, 2022 | [1] | 7,000,000 | ||||
Balance at Mar. 31, 2022 | $ 700 | (13,863,514) | (13,862,814) | |||
Balance (in Shares) at Mar. 31, 2022 | [1] | 7,000,000 | ||||
Accretion on Class A ordinary shares subject to possible redemption amount | (234,409) | (234,409) | ||||
Accretion on Class A ordinary shares subject to possible redemption amount (in Shares) | [1] | |||||
Net income (loss) | 3,588,011 | 3,588,011 | ||||
Balance at Jun. 30, 2022 | $ 700 | $ (10,509,912) | $ (10,509,212) | |||
Balance (in Shares) at Jun. 30, 2022 | [1] | 7,000,000 | ||||
[1] Class B ordinary shares amount include up to 1,250,000 Class B ordinary shares subject to forfeiture depending on the number of units purchased under the Forward Purchase Agreement. |
Unaudited Condensed Statement_4
Unaudited Condensed Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 7,764,998 | $ 1,921,551 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Change in fair value of derivative assets and liabilities | (7,919,000) | (4,822,100) |
Loss on excess of fair value over cash received for Private Placement Warrants | 1,352,500 | |
Offering costs allocated to issuance of Public Warrants and Private Placement Warrants | 701,682 | |
Net gain from investments held in Trust Account | (312,667) | (10,146) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 76,825 | (388,291) |
Accounts payable | (66,731) | 1,166 |
Accounts payable - related party | 10,000 | 10,000 |
Accrued expenses | 124,588 | 517,213 |
Net cash used in operating activities | (321,987) | (716,425) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (230,000,000) | |
Net cash used in investing activities | (230,000,000) | |
Cash Flows from Financing Activities: | ||
Repayment of note payable to related party | (96,500) | |
Proceeds received from initial public offering, gross | 230,000,000 | |
Proceeds received from private placement, gross | 5,775,500 | |
Proceeds from sale of rights to purchase Forward Purchase Agreement | 824,500 | |
Offering costs paid | (70,000) | (5,050,640) |
Net cash (used in) provided by financing activities | (70,000) | 231,452,860 |
Net change in cash | (391,987) | 736,435 |
Cash - beginning of the period | 442,162 | 103 |
Cash - end of the period | $ 50,175 | 736,538 |
Supplemental disclosure of noncash activities: | ||
Offering costs included in accrued expenses | 70,000 | |
Deferred underwriting commissions in connection with the initial public offering | $ 8,050,000 |
Description of Organization, Bu
Description of Organization, Business Operations and Going Concern | 6 Months Ended |
Jun. 30, 2022 | |
Organization Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Going Concern | Note 1-Description of Organization, Business Operations and Going Concern Organization and General Authentic Equity Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on September 29, 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 through June 30, 2022, relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below and the search for a target business with which to consummate an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments held in trust account from the proceeds derived from the Initial Public Offering and the sale of the Private Placement Warrants (as defined below). Sponsor and Financing The Company’s sponsor is Authentic Equity Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 14, 2021. On January 20, 2021, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 3,000,000 additional Units sold pursuant to the underwriters’ over-allotment option (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.3 million, of which approximately $8.1 million was for deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,600,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor for an aggregate purchase price of approximately $5.8 million, and incurred offering costs of approximately $18,000, in a private placement (the “Private Placement”). In addition, the Company consummated the sale of certain rights to General Electric Pension Trust (“GEPT” and such rights, the “GEPT Rights”) for gross proceeds of $824,500, which will allow GEPT to purchase up to $50.0 million of Forward Purchase Units (as defined in Note 5) immediately prior to an initial Business Combination, subject to certain terms and conditions set forth in the Forward Purchase Agreement (as defined in Note 5). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $230.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and the amount 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 (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. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, the Private Placement and the sale of the GEPT Rights, 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’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the Public Shares (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of 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 underwriters (as discussed in Note 5). These Public Shares are 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 its amended and restated memorandum and articles of association (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 (the “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. Pursuant to the Company’s insider trading policy, insiders are required to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) clear all trades with the Company’s Chief Financial Officer 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 provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 20, 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 Class A ordinary 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 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The initial shareholders 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 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 agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within 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 agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, except our independent registered public accounting firm, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of June 30, 2022, the Company had approximately $50,000 of cash in its operating account and a working capital deficit of approximately $668,000. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from the Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares, a loan of $96,500 from the Sponsor pursuant to the Note (see Note 4), and a portion of the proceeds from the consummation of the Private Placement and sale of the GEPT Rights not held in the Trust Account. The Company repaid the Note in full on January 20, 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 outstanding Working Capital Loans. The Company may need to raise additional capital through loans or additional investments from its Sponsor, an affiliate of the Sponsor, or its officers or directors. The Company’s officers, directors and Sponsor, or their affiliates, may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, reducing overhead expenses, and extending the terms and due dates of certain accrued expenses and other liabilities. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with FASB accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the working capital deficit, as well as the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to complete a business combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 20, 2023. 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. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2-Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2022, are not necessarily indicative of the results that may be expected through December 31, 2022 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 25, 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 statements 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. Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2022, and December 31, 2021, the Company did not have any cash equivalents held outside the Trust Account. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 condensed balance sheets, primarily due to their short-term nature (except for derivative assets and 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 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. 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 associated with derivative warrant liabilities are expensed as incurred and presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. 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. Derivative Assets and 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 share purchase warrants and forward purchase units, 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 assets/liabilities or as equity, is re-assessed at the end of each reporting period. The 11,500,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”), the 6,600,000 Private Placement Warrants and units that may be issued in connection with forward purchase agreement are recognized as derivative assets or liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments and forward purchase units as derivative assets or liabilities at fair value and adjusts the instruments to fair value at each reporting period. The derivative assets or liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statements of operations. The fair value of the warrants issued in connection with the Initial Public Offering were initially measured using a binomial lattice model and subsequently been measured at each measurement date based on the market price of such warrants. The fair value of warrants issued in connection with the Private Placement was initially measured using Black-Scholes Option Pricing model and subsequently using the market value of the public warrants when they were separately listed and traded. The fair value of the units that may be issued in connection with the forward purchase agreement has been estimated using Black-Scholes Option Pricing model at each measurement date. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative assets and liabilities are classified as non-current 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 shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2022 and December 31, 2021, 23,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed 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. Subsequently, the Company recognized changes in the redemption value as additional accretion as reflected on the accompanying unaudited condensed statements of changes in shareholders’ deficit. Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. There were no unrecognized tax benefits as of June 30, 2022 and December 31, 2021. Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase 18,100,000 Class A ordinary shares since their exercise is contingent upon future events. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The diluted earnings per share calculation includes the Class B ordinary shares subject to forfeiture in relation to the over-allotment from the first day of the interim period in which the contingency on such shares was resolved. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended June 30, 2022 June 30, 2021 Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 2,870,409 $ 717,602 $ (3,438,202 ) $ (859,551 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Basic and diluted net income (loss) per ordinary share $ 0.12 $ 0.12 $ (0.15 ) $ (0.15 ) For the Six Months Ended June 30, 2022 June 30, 2021 Class A Class B Class A Class B Numerator: Allocation of net income - basic $ 6,211,998 $ 1,553,000 $ 1,506,512 $ 415,039 Allocation of net income - diluted $ 6,211,998 $ 1,553,000 $ 1,502,008 $ 419,543 Denominator: Basic weighted average ordinary shares outstanding 23,000,000 5,750,000 20,585,635 5,671,271 Effect of dilutive securities - - - 78,729 Diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 20,585,635 5,750,000 Basic net income per ordinary share $ 0.27 $ 0.27 $ 0.07 $ 0.07 Diluted net income per ordinary share $ 0.27 $ 0.27 $ 0.07 $ 0.07 Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3-Initial Public Offering On January 20, 2021, the Company consummated its Initial Public Offering of 23,000,000 Units, including 3,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.3 million, of which approximately $8.1 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share, and one-half of one redeemable warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4-Related Party Transactions Founder Shares On October 1, 2020, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in exchange for issuance of 5,750,000 Class B ordinary shares, par value $0.0001, (the “Founder Shares”). In December 2020, the Company effected a share capitalization with respect to the Class B ordinary shares resulting in an aggregate of 7,000,000 Founder Shares outstanding. The Sponsor subsequently transferred 25,000 Class B ordinary shares to each of Joe Baker, Kathleen Griffin Stack, Tim O’Connor and Michael Weinstein, our independent directors at the time of our Initial Public Offering. Upon Joe Baker’s resignation, the Sponsor repurchased the 25,000 Class B ordinary shares previously transferred to him by the Sponsor. The Sponsor agreed to forfeit (a) up to 750,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters and (b) up to 1,250,000 Founder Shares depending on the number of units purchased under the Forward Purchase Agreement if such number is below 5,000,000. The forfeiture in the preceding clause (a) would be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering plus the number of Class A ordinary shares that may be sold pursuant to the Forward Purchase Agreement. On January 20, 2021, the underwriter fully exercised its over-allotment option; thus, 750,000 Founder Shares were no longer subject to forfeiture. The Sponsor, the Company’s directors and executive officers and GEPT agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares or the Class B ordinary shares that may be issued to GEPT under the Forward Purchase Agreement, until the earlier to occur of: (a) one year after the completion of the initial Business Combination and (b) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, 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 or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,600,000 Private Placement Warrants to the Sponsor for an aggregate purchase price of approximately $5.8 million, and incurred offering costs of approximately $18,000. 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 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, GEPT or their 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 30, 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. The Company borrowed approximately $97,000 under the Note and fully repaid the Note on January 20, 2021. Subsequent to the repayment, the facility was 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 would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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 warrants would be identical to the Private Placement Warrants. As of June 30, 2022 and December 31, 2021, the Company had no outstanding Working Capital Loans. Administrative Support Agreement Commencing on the effective date of the prospectus relating to the Initial Public Offering, the Company agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended June 30, 2022 and 2021, the Company incurred $30,000 in expense for these services, reflected as administrative fee - related party on the accompanying condensed statements of operations. For the six months ended June 30, 2022 and 2021, the Company incurred $60,000 and approximately $54,000 in expense for these services, respectively, reflected as administrative fee - related party on the accompanying condensed statements of operations. As of June 30, 2022 and December 31, 2021, there was $10,000 in accounts payable - related party outstanding, as reflected in the accompanying condensed balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5-Commitments and Contingencies Forward Purchase Agreement In connection with the consummation of the Initial Public Offering, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with GEPT, pursuant to which, in exchange for $824,500 of proceeds paid to the Company simultaneously with the closing of the Initial Public Offering, GEPT has the right, in its discretion, to purchase up to the lesser of (i) $50.0 million of units and (ii) a number of units equal to 19.99% of the pro forma equity outstanding at the time of the closing of the Company’s initial Business Combination, including but not limited to, any ordinary shares issued in connection with the Initial Public Offering, the Forward Purchase Agreement or any private placement or other offering or to any seller in the initial Business Combination (the “Forward Purchase Units”), with each unit consisting of one Class A ordinary share (the “Forward Purchase Shares”) and 0.425 of one warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment (the “Forward Purchase Warrants”), for a purchase price of $10.00 per unit, in a private placement to occur immediately prior to the closing of the initial Business Combination. If GEPT purchases the maximum number of Forward Purchase Units available to it under the Forward Purchase Agreement, the Company will issue to GEPT, at the closing of the Company’s initial Business Combination and prior to the conversion of the Class B ordinary shares into Class A ordinary shares in accordance with the terms thereof (the “GEPT Issuance”): ● a number of Class B ordinary shares (the “GEPT Class B ordinary shares”) that is equal to 12.5% of the aggregate number of Class B ordinary shares outstanding at the time of the initial Business Combination prior to the conversion of such Class B ordinary shares into Class A ordinary shares pursuant to the terms thereof and after giving effect to the issuance of the GEPT Class B ordinary shares and any other Class B ordinary shares as a result of anti-dilution rights or other adjustments and the number of Class B ordinary shares transferred, assigned, sold or forfeited in connection with the initial Business Combination but excluding 115,000 Class B ordinary shares from such calculation (the “Post-Business Combination Class B ordinary shares”) (provided, however, that if the Founder Shares are converted into Class A ordinary shares prior to the date of the Company’s initial Business Combination, GEPT will receive a number of Class A ordinary shares equal to the number of Class A ordinary shares that it would have been entitled to pursuant to the GEPT Issuance); and ● a number of Private Placement Warrants equal to 12.5% of the aggregate number of Private Placement Warrants outstanding at the time of the Company’s initial business combination prior to the conversion of such Class B ordinary shares into Class A ordinary shares pursuant to the terms thereof and after giving effect to any Private Placement Warrants transferred, assigned, sold or forfeited in connection with the initial Business Combination (the “Post-Business Combination Private Placement Warrants”). In connection with such issuance, the Sponsor agreed to forfeit to the Company for no consideration a number of Class B ordinary shares and Private Placement Warrants (the “Sponsor Forfeiture”) such that after the Sponsor Forfeiture and the GEPT Issuance, the Sponsor will own (i) a number of Class B ordinary shares equal to 87.5% of the number of Post-Business Combination Class B ordinary shares plus 15,000 Class B ordinary shares, and (ii) a number of Private Placement Warrants equal to 87.5% of the number of Post-Business Combination Private Placement Warrants. The Company will determine the number of Forward Purchase Units to be sold under the Forward Purchase Agreement and GEPT’s obligation to purchase such units will be subject to the satisfaction of certain conditions, including, among others, the delivery by GEPT of a notice to the Company that it will purchase the Forward Purchase Units in whole or in part. The rights of GEPT under the Forward Purchase Agreement do not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders. If GEPT does not purchase the maximum number of Forward Purchase Units available to it under the Forward Purchase Agreement, GEPT will not be entitled to receive any of the Founder Shares or Private Placement Warrants described above, and the Company will be entitled to retain the $824,500 paid to the Company by GEPT. The Forward Purchase Warrants purchased by GEPT under the Forward Purchase Agreement will have the same terms as the Public Warrants. The Private Placement Warrants to be issued to GEPT as described above will have the same terms and be subject to the same transfer restrictions as the Private Placement Warrants held by the Sponsor. Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement 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 provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Pursuant to the Forward Purchase Agreement, the Company has agreed to use reasonable best efforts to: (i) file within 30 days after the closing of the initial Business Combination a registration statement with the SEC for a secondary offering of the Forward Purchase Shares and the Forward Purchase Warrants (and underlying Class A ordinary shares); (ii) cause such registration statement to be declared effective promptly thereafter but in no event later than sixty (60) days after the initial filing; (iii) maintain the effectiveness of such registration statement until the earliest of (A) the date on which GEPT or its assignees cease to hold the securities covered thereby, and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 of the Securities Act; and (iv) after such registration statement is declared effective, cause the Company to conduct firm commitment underwritten offerings, subject to certain limitations. In addition, the Forward Purchase Agreement provides for certain “piggy-back” registration rights to the holders of forward purchase securities to include their securities in other registration statements filed by the Company. The Company will bear the cost of registering these securities. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at $10.00 per Unit, less the underwriting discounts and commissions. On January 20, 2021, the underwriter fully exercised its over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $8.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities. Management continues to evaluate the impact of these types of risks on the industry and has concluded that while it is reasonably possible that these types of risks 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. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Warrants [Abstract] | |
Warrants | Note 6-Warrants As of June 30, 2022 and 2021, the Company had 11,500,000 Public Warrants and the 6,600,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per whole share and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination (excluding any forward purchase securities) at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants and the Forward Purchase Warrants will be identical to the Public Warrants, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers, GEPT or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares. The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.365 Class A ordinary shares per warrant (subject to adjustment). If the Company has not completed the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 6 Months Ended |
Jun. 30, 2022 | |
Ordinary Shares Subject To Possible Redemption [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | Note 7-Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of June 30, 2022 and December 31, 2021, there were 23,000,000 Class A ordinary shares issued and subject to possible redemption. The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table: Gross proceeds received from Initial Public Offering $ 230,000,000 Less: Fair value of Public Warrants at issuance (12,420,000 ) Offering costs allocated to Class A ordinary shares (12,572,940 ) Plus: Accretion on Class A ordinary shares to redemption value 24,992,940 Class A ordinary shares subject to possible redemption as of December 31, 2021 230,000,000 Increase in redemption value of Class A ordinary shares subject to redemption 234,409 Class A ordinary shares subject to possible redemption as of June 30, 2022 $ 230,234,409 |
Shareholders' Deficit
Shareholders' Deficit | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | Note 8-Shareholders’ Deficit Preference Shares Class A Ordinary Shares Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering (less the total number of Class B ordinary shares forfeited (if any) by the Sponsor to the extent less than 5,000,000 units are purchased under the Forward Purchase Agreement) and the number of Class A ordinary shares that may be sold pursuant to the Forward Purchase Agreement, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination, any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans and any Forward Purchase Warrants. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9-Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of 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. Fair Value Measured as of June 30, 2022 Level 1 Level 2 Level 3 Assets: Investments held in Trust Account -Mutual Funds $ 230,334,409 $ - $ - Liabilities: Derivative liabilities - Public Warrants $ 1,150,000 $ - $ - Derivative liabilities - Private Placement Warrants $ - $ 660,000 $ - Derivative liabilities - Forward Purchase Agreement $ - $ - $ 81,600 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - Mutual Funds $ 230,021,742 $ - $ - Liabilities: Derivative liabilities - Public Warrants $ 6,210,000 $ - $ - Derivative liabilities - Private Placement Warrants $ - $ 3,564,000 $ - Derivative liabilities - Forward Purchase Agreement $ - $ - $ 36,600 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 and the Private Placement Warrants transferred from a Level 3 measurement to a Level 1 and a Level 2 fair value measurement in March 2021, respectively, when the Public Warrants were separately listed and traded. There were no transfers during the three and six months ended June 30, 2022. Level 1 instruments include investments invested in mutual funds that invest in U.S. government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a binomial lattice model and subsequently been measured based on the market price of such warrants at each measurement date. The fair value of warrants issued in connection with the Private Placement was initially measured using Black-Scholes Option Pricing model and subsequently using the quoted price in active market when the Public Warrants were separately listed and traded. The fair value of the units committed to be issued in connection with the forward purchase agreement has been estimated using Black-Scholes Option Pricing model at each measurement date. For the three months ended June 30, 2022 and 2021, the Company recognized a gain/(loss) on change in the fair value of derivative instruments of approximately $3.5 million and $(4.1 million), respectively, presented on the accompanying unaudited condensed statements of operations. For the six months ended June 30, 2022 and 2021, the Company recognized a gain on change in the fair value of derivative instruments of approximately $7.9 million and $4.8 million, respectively, presented on the accompanying unaudited condensed statements of operations. The change in the fair value of the Level 3 derivative liabilities (assets) for the six months ended June 30, 2022 and 2021 are summarized as follows: Derivative liabilities as of January 1, 2022 $ 36,600 Change in fair value of derivative assets and liabilities (115,200 ) Derivative (assets) as of March 31, 2022 (78,600 ) Change in fair value of derivative assets and liabilities 160,200 Derivative liabilities as of June 30, 2022 $ 81,600 Derivative liabilities as of January 1, 2021 $ - Issuance of Public and Private Warrants 19,548,000 Initial fair value of forward purchase agreement 824,500 Public Warrants transfer to Level 1 (12,420,000 ) Private Warrants transfer to Level 2 (7,128,000 ) Change in fair value of derivative assets and liabilities (915,800 ) Derivative (assets) as of March 31, 2021 (91,300 ) Change in fair value of derivative assets and liabilities 256,700 Derivative liabilities as of June 30, 2021 $ 165,400 The estimated fair value of the forward purchase agreement is determined using Level 3 inputs. Inherent in a Black-Scholes Option Pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of the forward purchase unit based on implied volatility from the Company’s traded units and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the units. 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 unit. The expected life of the forward purchase unit is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair vale measurements inputs of the forward purchase agreement at each measurement date: As of As of Exercise price $ 10.00 $ 10.00 Unit price $ 9.89 $ 9.99 Term (in years) 0.60 0.80 Volatility 2.20 % 11.40 % Risk-free interest rate 2.50 % 0.30 % Dividend yield - - Probability of completing a Business Combination 50.00 % 80.00 % |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10-Subsequent Events Management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent event that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2022, are not necessarily indicative of the results that may be expected through December 31, 2022 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 25, 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 statements 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. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2022, and December 31, 2021, the Company did not have any cash equivalents held outside the Trust Account. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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 condensed balance sheets, primarily due to their short-term nature (except for derivative assets and 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 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. |
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 associated with derivative warrant liabilities are expensed as incurred and presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. 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. |
Derivative Assets and Liabilities | Derivative Assets and 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 share purchase warrants and forward purchase units, 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 assets/liabilities or as equity, is re-assessed at the end of each reporting period. The 11,500,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”), the 6,600,000 Private Placement Warrants and units that may be issued in connection with forward purchase agreement are recognized as derivative assets or liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments and forward purchase units as derivative assets or liabilities at fair value and adjusts the instruments to fair value at each reporting period. The derivative assets or liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statements of operations. The fair value of the warrants issued in connection with the Initial Public Offering were initially measured using a binomial lattice model and subsequently been measured at each measurement date based on the market price of such warrants. The fair value of warrants issued in connection with the Private Placement was initially measured using Black-Scholes Option Pricing model and subsequently using the market value of the public warrants when they were separately listed and traded. The fair value of the units that may be issued in connection with the forward purchase agreement has been estimated using Black-Scholes Option Pricing model at each measurement date. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative assets and liabilities are classified as non-current 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 shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2022 and December 31, 2021, 23,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed 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. Subsequently, the Company recognized changes in the redemption value as additional accretion as reflected on the accompanying unaudited condensed statements of changes in shareholders’ deficit. |
Income Taxes | Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. There were no unrecognized tax benefits as of June 30, 2022 and December 31, 2021. Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase 18,100,000 Class A ordinary shares since their exercise is contingent upon future events. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The diluted earnings per share calculation includes the Class B ordinary shares subject to forfeiture in relation to the over-allotment from the first day of the interim period in which the contingency on such shares was resolved. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended June 30, 2022 June 30, 2021 Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 2,870,409 $ 717,602 $ (3,438,202 ) $ (859,551 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Basic and diluted net income (loss) per ordinary share $ 0.12 $ 0.12 $ (0.15 ) $ (0.15 ) For the Six Months Ended June 30, 2022 June 30, 2021 Class A Class B Class A Class B Numerator: Allocation of net income - basic $ 6,211,998 $ 1,553,000 $ 1,506,512 $ 415,039 Allocation of net income - diluted $ 6,211,998 $ 1,553,000 $ 1,502,008 $ 419,543 Denominator: Basic weighted average ordinary shares outstanding 23,000,000 5,750,000 20,585,635 5,671,271 Effect of dilutive securities - - - 78,729 Diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 20,585,635 5,750,000 Basic net income per ordinary share $ 0.27 $ 0.27 $ 0.07 $ 0.07 Diluted net income per ordinary share $ 0.27 $ 0.27 $ 0.07 $ 0.07 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net income per share | For the Three Months Ended June 30, 2022 June 30, 2021 Class A Class B Class A Class B Numerator: Allocation of net income (loss) $ 2,870,409 $ 717,602 $ (3,438,202 ) $ (859,551 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Basic and diluted net income (loss) per ordinary share $ 0.12 $ 0.12 $ (0.15 ) $ (0.15 ) For the Six Months Ended June 30, 2022 June 30, 2021 Class A Class B Class A Class B Numerator: Allocation of net income - basic $ 6,211,998 $ 1,553,000 $ 1,506,512 $ 415,039 Allocation of net income - diluted $ 6,211,998 $ 1,553,000 $ 1,502,008 $ 419,543 Denominator: Basic weighted average ordinary shares outstanding 23,000,000 5,750,000 20,585,635 5,671,271 Effect of dilutive securities - - - 78,729 Diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 20,585,635 5,750,000 Basic net income per ordinary share $ 0.27 $ 0.27 $ 0.07 $ 0.07 Diluted net income per ordinary share $ 0.27 $ 0.27 $ 0.07 $ 0.07 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Ordinary Shares Subject To Possible Redemption [Abstract] | |
Schedule of the condensed balance sheet | Gross proceeds received from Initial Public Offering $ 230,000,000 Less: Fair value of Public Warrants at issuance (12,420,000 ) Offering costs allocated to Class A ordinary shares (12,572,940 ) Plus: Accretion on Class A ordinary shares to redemption value 24,992,940 Class A ordinary shares subject to possible redemption as of December 31, 2021 230,000,000 Increase in redemption value of Class A ordinary shares subject to redemption 234,409 Class A ordinary shares subject to possible redemption as of June 30, 2022 $ 230,234,409 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy of valuation techniques | Fair Value Measured as of June 30, 2022 Level 1 Level 2 Level 3 Assets: Investments held in Trust Account -Mutual Funds $ 230,334,409 $ - $ - Liabilities: Derivative liabilities - Public Warrants $ 1,150,000 $ - $ - Derivative liabilities - Private Placement Warrants $ - $ 660,000 $ - Derivative liabilities - Forward Purchase Agreement $ - $ - $ 81,600 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - Mutual Funds $ 230,021,742 $ - $ - Liabilities: Derivative liabilities - Public Warrants $ 6,210,000 $ - $ - Derivative liabilities - Private Placement Warrants $ - $ 3,564,000 $ - Derivative liabilities - Forward Purchase Agreement $ - $ - $ 36,600 |
Schedule of change in the fair value of the level 3 derivative liabilities | Derivative liabilities as of January 1, 2022 $ 36,600 Change in fair value of derivative assets and liabilities (115,200 ) Derivative (assets) as of March 31, 2022 (78,600 ) Change in fair value of derivative assets and liabilities 160,200 Derivative liabilities as of June 30, 2022 $ 81,600 Derivative liabilities as of January 1, 2021 $ - Issuance of Public and Private Warrants 19,548,000 Initial fair value of forward purchase agreement 824,500 Public Warrants transfer to Level 1 (12,420,000 ) Private Warrants transfer to Level 2 (7,128,000 ) Change in fair value of derivative assets and liabilities (915,800 ) Derivative (assets) as of March 31, 2021 (91,300 ) Change in fair value of derivative assets and liabilities 256,700 Derivative liabilities as of June 30, 2021 $ 165,400 |
Schedule of quantitative information regarding Level 3 fair vale measurements inputs of forward purchase agreement | As of As of Exercise price $ 10.00 $ 10.00 Unit price $ 9.89 $ 9.99 Term (in years) 0.60 0.80 Volatility 2.20 % 11.40 % Risk-free interest rate 2.50 % 0.30 % Dividend yield - - Probability of completing a Business Combination 50.00 % 80.00 % |
Description of Organization, _2
Description of Organization, Business Operations and Going Concern (Details) - USD ($) | 6 Months Ended | |
Jan. 20, 2021 | Jun. 30, 2022 | |
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||
Unit price (in Dollars per share) | $ 10 | |
Gross proceeds from initial public offering | $ 230,000,000 | |
Offering costs incurred | 13,300,000 | |
Deferred underwriting commissions | $ 8,100,000 | |
Percentage of fair market value | 80% | |
Public share price (in Dollars per share) | $ 10 | |
Net tangible assets of business combination | $ 5,000,001 | |
Percentage of restricted redeeming shares | 15% | |
Obligation to redeem public shares, percentage | 100% | |
Cash | $ 50,000 | |
Working capital deficit | 668,000 | |
Loan amount | 96,500 | |
Initial Public Offering [Member] | ||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||
Number of units issued in transaction (in Shares) | 23,000,000 | |
Unit price (in Dollars per share) | $ 10 | |
Gross proceeds from initial public offering | $ 230,000,000 | |
Number of shares issued (in Shares) | 11,500,000 | |
Over-Allotment Option [Member] | ||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||
Number of units issued in transaction (in Shares) | 3,000,000 | |
Private Placement Warrants [Member] | ||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||
Number of shares issued (in Shares) | 6,600,000 | |
Aggregate of purchase price | $ 5,800,000 | |
Offering costs | 18,000 | |
Gross proceeds | 824,500 | |
Sponsor [Member] | ||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||
Cash | $ 25,000 | |
Business Combination [Member] | ||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||
Outstanding voting securities | 50% | |
Business combination, description | If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | |
Business acquisition, share price (in Dollars per share) | $ 10 | |
General Electric Pension Trust [Member] | ||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||
Gross proceeds | $ 824,500 | |
General Electric Pension Trust [Member] | Business Combination [Member] | ||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||
Share value forward purchase units | $ 50,000,000 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Federal depository insurance coverage (in Dollars) | $ 250,000 | |
Ordinary Share [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Classes of shares | 2 | |
Initial Public Offering [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Shares, issued | 11,500,000 | |
Private Placement Warrants [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Shares, issued | 6,600,000 | |
Purchase of shares | 18,100,000 | |
Class A Ordinary Shares [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Ordinary shares subject to possible redemption, issued | 23,000,000 | 23,000,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Class A [Member] | |||||
Numerator: | |||||
Allocation of net income (loss) | $ 2,870,409 | $ (3,438,202) | |||
Denominator: | |||||
Basic and diluted weighted average ordinary shares outstanding (in Shares) | 23,000,000 | 23,000,000 | |||
Basic and diluted net income (loss) per ordinary share | $ 0.12 | $ (0.15) | |||
Numerator: | |||||
Allocation of net income - basic | $ 6,211,998 | $ 1,506,512 | |||
Allocation of net income - diluted | $ 6,211,998 | $ 1,502,008 | |||
Denominator: | |||||
Basic weighted average ordinary shares outstanding (in Shares) | 23,000,000 | 23,000,000 | 23,000,000 | 20,585,635 | |
Effect of dilutive securities | |||||
Diluted weighted average ordinary shares outstanding (in Shares) | 23,000,000 | 20,585,635 | |||
Basic net income per ordinary share (in Dollars per share) | $ 0.12 | $ (0.15) | $ 0.27 | $ 0.07 | |
Diluted net income per ordinary share (in Dollars per share) | $ 0.12 | $ (0.15) | $ 0.27 | $ 0.07 | |
Class B [Member] | |||||
Numerator: | |||||
Allocation of net income (loss) | $ 717,602 | $ (859,551) | |||
Denominator: | |||||
Basic and diluted weighted average ordinary shares outstanding (in Shares) | 5,750,000 | 5,750,000 | |||
Basic and diluted net income (loss) per ordinary share | $ 0.12 | $ (0.15) | |||
Numerator: | |||||
Allocation of net income - basic | $ 1,553,000 | $ 415,039 | |||
Allocation of net income - diluted | $ 1,553,000 | $ 419,543 | |||
Denominator: | |||||
Basic weighted average ordinary shares outstanding (in Shares) | [1] | 5,750,000 | 5,750,000 | 5,750,000 | 5,671,271 |
Effect of dilutive securities | $ 78,729 | ||||
Diluted weighted average ordinary shares outstanding (in Shares) | 5,750,000 | 5,750,000 | |||
Basic net income per ordinary share (in Dollars per share) | $ 0.12 | $ (0.15) | $ 0.27 | $ 0.07 | |
Diluted net income per ordinary share (in Dollars per share) | $ 0.12 | $ (0.15) | $ 0.27 | $ 0.07 | |
[1] These numbers exclude up to 1,250,000 Class B ordinary shares subject to forfeiture depending on the number of units purchased under the Forward Purchase Agreement. |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
Jan. 20, 2021 | Jun. 30, 2022 | |
Initial Public Offering (Details) [Line Items] | ||
Offering costs | $ 13.3 | |
Deferred underwriting commission | $ 8.1 | |
Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Number of units issued (in Shares) | 23,000,000 | |
Generating gross proceeds | $ 230 | |
Stock split, description | Each Unit consists of one Class A ordinary share, and one-half of one redeemable warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Number of over-allotment Units issued (in Shares) | 3,000,000 | |
Price per share (in Dollars per share) | $ 10 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Oct. 01, 2020 | Jan. 20, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
Related Party Transactions (Details) [Line Items] | |||||||||
Sponsor paid certain expenses | $ 25,000 | ||||||||
Founder shares, description | The Sponsor subsequently transferred 25,000 Class B ordinary shares to each of Joe Baker, Kathleen Griffin Stack, Tim O’Connor and Michael Weinstein, our independent directors at the time of our Initial Public Offering. Upon Joe Baker’s resignation, the Sponsor repurchased the 25,000 Class B ordinary shares previously transferred to him by the Sponsor. The Sponsor agreed to forfeit (a) up to 750,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters and (b) up to 1,250,000 Founder Shares depending on the number of units purchased under the Forward Purchase Agreement if such number is below 5,000,000. The forfeiture in the preceding clause (a) would be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering plus the number of Class A ordinary shares that may be sold pursuant to the Forward Purchase Agreement. On January 20, 2021, the underwriter fully exercised its over-allotment option; thus, 750,000 Founder Shares were no longer subject to forfeiture. | ||||||||
Sponsor description | The Sponsor, the Company’s directors and executive officers and GEPT agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares or the Class B ordinary shares that may be issued to GEPT under the Forward Purchase Agreement, until the earlier to occur of: (a) one year after the completion of the initial Business Combination and (b) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, 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 or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. | ||||||||
Working capital loans | $ 1,500,000 | ||||||||
Convertible into warrants price per share (in Dollars per share) | $ 1 | $ 1 | |||||||
Sponsor amount | $ 10,000 | ||||||||
Incurred expenses | $ 30,000 | $ 30,000 | 60,000 | $ 54,000 | |||||
Accounts payable related party outstanding | $ 10,000 | $ 10,000 | $ 10,000 | ||||||
Private Placement [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Purchase of warrants, shares (in Shares) | 6,600,000 | 6,600,000 | |||||||
Aggregate purchase price | $ 5,800,000 | ||||||||
Offering costs | $ 18,000 | ||||||||
Initial Public Offering [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Aggregate loan amount | $ 300,000 | ||||||||
Borrowed amount | $ 97,000 | ||||||||
Class B Ordinary Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Issuance of founder shares (in Shares) | 5,750,000 | ||||||||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | ||||||||
Number of founder shares outstanding (in Shares) | 7,000,000 | ||||||||
Class A Ordinary Shares [Member] | Private Placement [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Ordinary share, per share (in Dollars per share) | $ 11.5 | $ 11.5 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Commitments and Contingencies (Details) [Line Items] | |
Forward purchase agreement, description | In connection with the consummation of the Initial Public Offering, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with GEPT, pursuant to which, in exchange for $824,500 of proceeds paid to the Company simultaneously with the closing of the Initial Public Offering, GEPT has the right, in its discretion, to purchase up to the lesser of (i) $50.0 million of units and (ii) a number of units equal to 19.99% of the pro forma equity outstanding at the time of the closing of the Company’s initial Business Combination, including but not limited to, any ordinary shares issued in connection with the Initial Public Offering, the Forward Purchase Agreement or any private placement or other offering or to any seller in the initial Business Combination (the “Forward Purchase Units”), with each unit consisting of one Class A ordinary share (the “Forward Purchase Shares”) and 0.425 of one warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment (the “Forward Purchase Warrants”), for a purchase price of $10.00 per unit, in a private placement to occur immediately prior to the closing of the initial Business Combination. |
Private placement warrants outstanding percentage | 12.50% |
Price per unit | $ / shares | $ 10 |
Underwriters, description | The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $8.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions |
Private Placement Warrants [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Proceeds from sale of right under the forward purchase agreement | $ | $ 824,500 |
Over-Allotment Option [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Purchase additional shares | shares | 3,000,000 |
Business Acquisition [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Initial business combination, description | ●a number of Class B ordinary shares (the “GEPT Class B ordinary shares”) that is equal to 12.5% of the aggregate number of Class B ordinary shares outstanding at the time of the initial Business Combination prior to the conversion of such Class B ordinary shares into Class A ordinary shares pursuant to the terms thereof and after giving effect to the issuance of the GEPT Class B ordinary shares and any other Class B ordinary shares as a result of anti-dilution rights or other adjustments and the number of Class B ordinary shares transferred, assigned, sold or forfeited in connection with the initial Business Combination but excluding 115,000 Class B ordinary shares from such calculation (the “Post-Business Combination Class B ordinary shares”) (provided, however, that if the Founder Shares are converted into Class A ordinary shares prior to the date of the Company’s initial Business Combination, GEPT will receive a number of Class A ordinary shares equal to the number of Class A ordinary shares that it would have been entitled to pursuant to the GEPT Issuance) |
Business Acquisition [Member] | Sponsor [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Initial business combination, description | In connection with such issuance, the Sponsor agreed to forfeit to the Company for no consideration a number of Class B ordinary shares and Private Placement Warrants (the “Sponsor Forfeiture”) such that after the Sponsor Forfeiture and the GEPT Issuance, the Sponsor will own (i) a number of Class B ordinary shares equal to 87.5% of the number of Post-Business Combination Class B ordinary shares plus 15,000 Class B ordinary shares, and (ii) a number of Private Placement Warrants equal to 87.5% of the number of Post-Business Combination Private Placement Warrants. |
Warrants (Details)
Warrants (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Warrants (Details) [Line Items] | ||
Exercise price | $ 11.5 | |
Warrant term | 5 years | |
Redemption of warrants, description | Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares. The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.365 Class A ordinary shares per warrant (subject to adjustment). | |
Public warrants [Member] | ||
Warrants (Details) [Line Items] | ||
Public warrants | 11,500,000 | |
Private Placement [Member] | ||
Warrants (Details) [Line Items] | ||
Private placement warrants outstanding | 6,600,000 | |
Class A Ordinary Shares [Member] | ||
Warrants (Details) [Line Items] | ||
Redemption of warrants, description | Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ●if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | |
Business Acquisition [Member] | ||
Warrants (Details) [Line Items] | ||
Description of business combination of equity | 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 (excluding any forward purchase securities) at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) - Class A Ordinary Shares [Member] - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Class A Ordinary Shares Subject to Possible Redemption (Details) [Line Items] | ||
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Number of vote | one | |
Common stock subject to possible redemption shares | 23,000,000 | 23,000,000 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption (Details) - Schedule of the condensed balance sheet | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Schedule of the condensed balance sheet [Abstract] | |
Gross proceeds received from Initial Public Offering | $ 230,000,000 |
Less: | |
Fair value of Public Warrants at issuance | (12,420,000) |
Offering costs allocated to Class A ordinary shares | (12,572,940) |
Plus: | |
Accretion on Class A ordinary shares to redemption value | 24,992,940 |
Class A ordinary shares subject to possible redemption as of December 31, 2021 | 230,000,000 |
Increase in redemption value of Class A ordinary shares subject to redemption | 234,409 |
Class A ordinary shares subject to possible redemption as of June 30, 2022 | $ 230,234,409 |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) - $ / shares | 1 Months Ended | 6 Months Ended | |||
Dec. 31, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | Jan. 20, 2021 | Oct. 01, 2020 | |
Shareholders' Deficit (Details) [Line Items] | |||||
Preference shares, shares authorized | 1,000,000 | 1,000,000 | |||
Shares connection with forward purchase agreement | 5,000,000 | ||||
Warrant [Member] | |||||
Shareholders' Deficit (Details) [Line Items] | |||||
Business combination, description | The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering (less the total number of Class B ordinary shares forfeited (if any) by the Sponsor to the extent less than 5,000,000 units are purchased under the Forward Purchase Agreement) and the number of Class A ordinary shares that may be sold pursuant to the Forward Purchase Agreement, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination, any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans and any Forward Purchase Warrants. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. | ||||
Class A Ordinary Shares [Member] | |||||
Shareholders' Deficit (Details) [Line Items] | |||||
Ordinary shares, authorized | 300,000,000 | 300,000,000 | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Ordinary shares subject to possible redemption, outstanding | 23,000,000 | 23,000,000 | |||
Ordinary shares subject to possible redemption, issued | 23,000,000 | 23,000,000 | |||
Ordinary shares, shares issued | |||||
Class B Ordinary Shares [Member] | |||||
Shareholders' Deficit (Details) [Line Items] | |||||
Ordinary shares, authorized | 30,000,000 | 30,000,000 | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Shares issued | 5,750,000 | ||||
Aggregate shares outstanding | 7,000,000 | ||||
Number of shares outstanding | 7,000,000 | ||||
Shares subject to forfeiture | 1,250,000 | ||||
Shares issued and outstanding percentage | 20% | ||||
Ordinary shares, shares issued | 7,000,000 | 7,000,000 | |||
Ordinary shares were subject to forfeiture | 1,250,000 | ||||
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | |||||
Shareholders' Deficit (Details) [Line Items] | |||||
Shares subject to forfeiture | 750,000 | 750,000 | |||
Sponsor [Member] | |||||
Shareholders' Deficit (Details) [Line Items] | |||||
Purchase of shares | 5,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||||
Derivative, Fair Value Hedge, Included in Effectiveness, Gain (Loss) | $ 3.5 | $ 4.1 | $ 7.9 | $ 4.8 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value hierarchy of valuation techniques - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Level 1 [Member] | ||
Assets: | ||
Investments held in Trust Account - Mutual Funds | $ 230,334,409 | $ 230,021,742 |
Liabilities: | ||
Derivative liabilities - Public Warrants | 1,150,000 | 6,210,000 |
Derivative liabilities - Private Placement Warrants | ||
Derivative liabilities - Forward Purchase Agreement | ||
Level 2 [Member] | ||
Assets: | ||
Investments held in Trust Account - Mutual Funds | ||
Liabilities: | ||
Derivative liabilities - Public Warrants | ||
Derivative liabilities - Private Placement Warrants | 660,000 | 3,564,000 |
Derivative liabilities - Forward Purchase Agreement | ||
Level 3 [Member] | ||
Assets: | ||
Investments held in Trust Account - Mutual Funds | ||
Liabilities: | ||
Derivative liabilities - Public Warrants | ||
Derivative liabilities - Private Placement Warrants | ||
Derivative liabilities - Forward Purchase Agreement | $ 81,600 | $ 36,600 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of change in the fair value of the level 3 derivative liabilities - USD ($) | 3 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Schedule of change in the fair value of the level 3 derivative liabilities [Abstract] | ||||
Derivative (liabilities) at beginning | $ 36,600 | |||
Derivative (assets) | (78,600) | (91,300) | ||
Derivative liabilities at ending | $ 81,600 | $ 165,400 | ||
Issuance of Public and Private Warrants | 19,548,000 | |||
Initial fair value of forward purchase agreement | 824,500 | |||
Public Warrants transfer to Level 1 | (12,420,000) | |||
Private Warrants transfer to Level 2 | (7,128,000) | |||
Change in fair value of derivative assets and liabilities | $ 160,200 | $ (115,200) | $ 256,700 | $ (915,800) |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair vale measurements inputs of forward purchase agreement - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule of quantitative information regarding Level 3 fair vale measurements inputs of forward purchase agreement [Abstract] | ||
Exercise price (in Dollars per share) | $ 10 | $ 10 |
Unit price (in Dollars per share) | $ 9.89 | $ 9.99 |
Term (in years) | 7 months 6 days | 9 months 18 days |
Volatility | 2.20% | 11.40% |
Risk-free interest rate | 2.50% | 0.30% |
Dividend yield | ||
Probability of completing a Business Combination | 50% | 80% |