Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 12, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | African Gold Acquisition Corp | ||
Trading Symbol | AGAC | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 399,510,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001833909 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-40121 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address, Address Line One | 322 West 52nd Street, | ||
Entity Address, Address Line Two | #2322 | ||
Entity Address, City or Town | New York, | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10019 | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Security Exchange Name | NYSE | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum llp | ||
Auditor Location | New York, NY | ||
City Area Code | (860) | ||
Local Phone Number | 214-3714 | ||
Class A Ordinary Shares | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 41,400,000 | ||
Class B Ordinary Shares | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 10,350,000 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash | $ 544,103 | |
Prepaid expenses | 389,138 | |
Deferred offering costs | 117,097 | |
Total current assets | 933,241 | 117,097 |
Prepaid expenses, non-current | 60,769 | |
Marketable securities held in Trust Account | 414,036,593 | |
Total Assets | 415,030,603 | 117,097 |
Current liabilities: | ||
Accrued offering costs and expenses | 44,884 | 15,450 |
Due to related parties | 50,100 | |
Promissory note - related party | 87,085 | |
Total current liabilities | 44,884 | 152,635 |
Warrant liabilities | 21,137,306 | |
Deferred underwriting discount | 14,490,000 | |
Total liabilities | 35,672,190 | 152,635 |
Commitments and Contingencies (Note 7) | ||
Class A ordinary shares subject to possible redemption, 41,400,000 shares and 0 shares at redemption value of $10.00 per share, at December 31, 2021 and 2020, respectively | 414,000,000 | |
Shareholders’ Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; no shares issued and outstanding (excluding 41,400,000 shares and 0 shares subject to possible redemption) at December 31, 2021 and 2020, respectively | ||
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 10,350,000 shares issued and outstanding at December 31, 2021 and 2020 | 1,035 | 1,035 |
Additional paid-in capital | 23,965 | |
Accumulated deficit | (34,642,622) | (60,538) |
Total shareholders’ deficit | (34,641,587) | (35,538) |
Total Liabilities, Redeemable Class A Ordinary Shares and Shareholders’ Deficit | $ 415,030,603 | $ 117,097 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class A ordinary shares subject to possible redemption | 41,400,000 | 0 |
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 | ||
Class A ordinary shares subject to possible redemption | 41,400,000 | 0 |
Class A ordinary shares subject to possible redemption per share (in Dollars per share) | $ 10 | $ 10 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 300,000,000 | 300,000,000 |
Ordinary shares, issued | ||
Ordinary shares, outstanding | ||
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 30,000,000 | 30,000,000 |
Ordinary shares, issued | 10,350,000 | 10,350,000 |
Ordinary shares, outstanding | 10,350,000 | 10,350,000 |
Statements of Operations
Statements of Operations - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Formation and operating costs | $ 60,538 | $ 1,448,744 |
Loss from operations | (60,538) | (1,448,744) |
Other income (expense) | ||
Transaction costs allocated to warrant liabilities | (1,325,682) | |
Unrealized gain on change in fair value of warrants | 10,979,065 | |
Unrealized gain on change in fair value of over-allotment liability | 231,665 | |
Interest income | 36,593 | |
Total other income | 9,921,641 | |
Net income (loss) | $ (60,538) | $ 8,472,897 |
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption (in Shares) | 34,273,973 | |
Basic and diluted net income per share (in Dollars per share) | $ 0.19 | |
Basic and diluted weighted average shares outstanding, Class B ordinary shares (in Shares) | 9,000,000 | 10,072,603 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ (0.01) | $ 0.19 |
Statements of Changes in Shareh
Statements of Changes in Shareholders’ Deficit - USD ($) | Class AOrdinary Shares | Class BOrdinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Nov. 16, 2020 | |||||
Balance (in Shares) at Nov. 16, 2020 | |||||
Class B ordinary shares issued to Sponsor | $ 1,035 | 23,965 | 25,000 | ||
Class B ordinary shares issued to Sponsor (in Shares) | 10,350,000 | ||||
Net income (loss) | (60,538) | (60,538) | |||
Balance at Dec. 31, 2020 | $ 1,035 | 23,965 | (60,538) | (35,538) | |
Balance (in Shares) at Dec. 31, 2020 | 10,350,000 | ||||
Excess of proceeds over fair value of Private Placement Warrants | 2,681,384 | 2,681,384 | |||
Initial classification of over-allotment liability | (1,256,352) | (1,256,352) | |||
Full exercise of over-allotment option | 1,024,687 | 1,024,687 | |||
Remeasurement of Class A ordinary shares to redemption value | (2,473,684) | (43,054,981) | (45,528,665) | ||
Net income (loss) | 8,472,897 | 8,472,897 | |||
Balance at Dec. 31, 2021 | $ 1,035 | $ (34,642,622) | $ (34,641,587) | ||
Balance (in Shares) at Dec. 31, 2021 | 10,350,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash flows from Operating Activities: | ||
Net income (loss) | $ (60,538) | $ 8,472,897 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Formation and operating costs paid by Sponsor loan | 10,438 | |
Interest earned on marketable securities held in Trust Account | (36,593) | |
Unrealized gain on change in fair value of warrants | (10,979,065) | |
Unrealized gain on change in fair value of over-allotment liability | (231,665) | |
Amortization of prepaid expenses | 328,368 | |
Transaction costs allocated to warrant liabilities | 1,325,682 | |
Changes in current assets and current liabilities: | ||
Prepaid expenses | (778,275) | |
Due to related parties | 50,100 | |
Accrued offering costs and expenses | 96,431 | |
Net cash used in operating activities | (1,802,220) | |
Cash Flows from Investing Activities: | ||
Marketable securities held in Trust Account | (414,000,000) | |
Net cash used in investing activities | (414,000,000) | |
Cash flows from Financing Activities: | ||
Proceeds from Initial Public Offering, net of underwriters’ fees | 405,720,000 | |
Proceeds from private placement | 11,380,000 | |
Repayment to promissory note to related party | (178,488) | |
Payments of offering costs | (575,189) | |
Net cash provided by financing activities | 416,346,323 | |
Net change in cash | 544,103 | |
Cash, beginning of the period | ||
Cash, end of the period | 544,103 | |
Supplemental disclosure of noncash investing and financing activities: | ||
Deferred underwriting commissions charged to additional paid in capital | 14,490,000 | |
Remeasurement of Class A ordinary shares to redemption value | 45,528,665 | |
Deferred offering costs paid by Sponsor loan | 76,647 | 91,403 |
Initial classification of warrant liabilities | 32,116,371 | |
Initial classification of over-allotment liability | 1,256,352 | |
Full exercise of over-allotment option | (1,024,687) | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | |
Deferred offering costs included in accrued offering costs and expenses | $ 15,450 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Business Operations [Abstract] | |
Organization and Business Operations | Note 1 - Organization and Business Operations Organization and General African Gold Acquisition Corporation (the “Company”) is a blank check company incorporated on November 17, 2020 as a Cayman Islands exempted company. The Company was incorporated for the purpose of effecting a merger or mergers, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to the Business Combination. The Company’s sponsor is African Gold Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). As of December 31, 2021, the Company had not commenced any operations. All activity for the period from November 17, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liabilities as other income (expense). Financing The registration statement for the Company’s IPO was declared effective on February 25, 2021 (the “Effective Date”). On March 2, 2021, the Company consummated the IPO of 36,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $360,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 10,300,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $10,300,000, which is discussed in Note 4. Transaction costs amounted to $20,466,592 consisting of $7,200,000 of underwriting discount, $12,600,000 of deferred underwriting discount, and $666,592 of other offering costs. The Company granted the underwriters in the IPO a 45-day option to purchase up to 5,400,000 additional Units to cover over-allotments, if any. On March 16, 2021, the underwriters exercised the over-allotment option in full to purchase 5,400,000 Units (the “Over-allotment Units”), generating an aggregate of gross proceeds of $54,000,000, and incurred $1,080,000 in cash underwriting fees and $1,890,000 in deferred underwriting fees. Trust Account Following the closing of the IPO on March 2, 2021 and the underwriters’ full exercise of over-allotment option on March 16, 2021, $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and over-allotment and the sale of the Private Placement Warrants was placed in a Trust Account, which can be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (1) the completion of an initial Business Combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within 24 months from the closing of the IPO (the “Combination Period”) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; and (3) the redemption of the Company’s public shares if the Company has not completed an initial Business Combination within the Combination Period, subject to applicable law. Initial Business Combination The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the 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 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 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Class A ordinary share subject to possible redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of the then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed to waive: (i) their redemption rights with respect to any founder shares and public shares held by them, as applicable in connection with the completion of the initial Business Combination, (ii) their redemption rights with respect to any founder shares and public shares held by them in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association, (iii) their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or during any extended time that the Company has to consummate a Business Combination beyond 24 months as a result of a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (an “Extension Period”), and (iv) vote any founder shares and public shares held by them in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations. Going Concern and Liquidity As of December 31, 2021, the Company had approximately $0.5 million in its operating bank account, and working capital of approximately $0.9 million. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a capital contribution from the Sponsor of $25,000, to cover certain offering costs, for the founder shares (see Note 5), and the loan under an unsecured promissory note from the Sponsor of $178,488 (see Note 5). The Company fully paid the note to the Sponsor on March 8, 2021. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s 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 5). To date, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through March 2, 2023, the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. Marketable Securities 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, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s marketable securities held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income in the accompanying statements of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. As of December 31, 2021, the assets held in the Trust Account were invested in money market funds. 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 include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of December 31, 2021 and 2020 due to the short term maturities of such instruments. The fair value of Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as level 3. See Note 6 for additional information on assets and liabilities measured at fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2021 and 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s ordinary shares feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of Class A ordinary shares are affected by charges against additional paid in capital and accumulated deficit. Net Income (Loss) Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 42,430,000 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the year ended December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the year ended For the Period Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 6,548,416 $ 1,924,481 $ — $ (60,538 ) Denominator: Weighted-average shares outstanding 34,273,973 10,072,603 — 9,000,000 Basic and diluted net income (loss) per share $ 0.19 $ 0.19 $ — $ (0.01 ) Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed, and offering costs associated with the Class A ordinary share are charged to the temporary equity. Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3, Note 4, and Note 6) in accordance with ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity”, and concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statements of operations in the periods of change. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A ordinary shares. Income Taxes The Company accrued for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 - Initial Public Offering Pursuant to the IPO, the Company sold 36,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and three-quarters of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On March 16, 2021, the underwriters exercised the over-allotment option in full to purchase 5,400,000 Units. Following the closing of the IPO on March 2, 2021 and the underwriters’ full exercise of over-allotment option on March 16, 2021, $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and over-allotment and the sale of the Private Placement Warrants was placed in a Trust Account, which can be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. All of the 41,400,000 Class A ordinary shares sold as part of the Units in the IPO, including Units sold upon the exercise of over-allotment by the underwriters, contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Class A ordinary shares are subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. For the year ended December 31, 2021, Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: Gross proceeds from IPO $ 414,400,000 Less: Proceeds allocated to Public Warrants (23,417,755 ) Class A ordinary shares issuance costs (22,110,910 ) Plus: Remeasurement of carrying value to redemption value 45,528,665 Class A ordinary shares subject to possible redemption $ 414,000,000 Public Warrants Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company may, in its sole discretion, lower the exercise price at any time prior to the expiration date of the warrants for a period of not less than twenty (20) business days, provided, that the Company provides at least twenty (20) days prior written notice of such reduction to registered holders of the warrants and, provided further that any such reduction shall be identical among all of the warrants. The Company is not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, the company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of its initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of Warrants Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale 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 equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like). The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Company’s Sponsors or its affiliate, without taking into account any founder shares held by the Company’s 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 completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 4 - Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 10,300,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $10,300,000, in a private placement. The proceeds from the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. On March 16, 2021, simultaneously with the closing of the underwriters’ full exercise of the over-allotment option, the Company completed the private sale of an aggregate of 1,080,000 Private Placement Warrants to the Sponsor, at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $1,080,000. The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be (including the ordinary shares issuable upon exercise of these warrants) entitled to certain registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Founder Shares On November 17, 2020, the Company issued to the Sponsor 8,625,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”), for $25,000, or approximately $0.003 per share. Up to 1,125,000 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. In February 2021, the Company effected a stock dividend of 0.2 shares for each founder share outstanding, resulting in an aggregate of 10,350,000 founder shares outstanding and held by the Sponsor (up to 1,350,000 of which are subject to forfeiture by our sponsor if the underwriters’ over-allotment option is not exercised in full). On March 16, 2021, the underwriter exercised its over-allotment option in full, hence, the 1,350,000 founder shares are no longer subject to forfeiture since then. The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, 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, amalgamation, share exchange, reorganization or other similar transaction that results in all of its public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of the initial shareholders with respect to any founder shares. Due to Related Parties The Company promised to pay its Chief Executive Officer $20,000 per month for his services for the period from the effective date of the registration statement to the consummation of the Company’s initial Business Combination. The Company also promised to pay its Chief Financial Officer $16,700 per month for the period from October 1, 2020 to the consummation of the initial Business Combination. During the year ended December 31, 2021, the Company incurred and paid $402,543 of CEO/CFO service fees. During the period from November 17, 2020 (inception) through December 31, 2020, the Company incurred $50,100 of CEO/CFO service fees, which was accrued under due to related parties on the balance sheet as of December 31, 2020. Promissory Note - Related Party The Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are due at the earlier of December 31, 2021 or the closing of the IPO. The Company borrowed $178,488 under the promissory notes and was repaid upon completion of the IPO out of the $1,000,000 of offering proceeds that has been allocated to the payment of offering expenses. Related Party Loans In addition, in order to finance transaction costs in connection with an intended 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 the initial Business Combination, the Company may repay the Working Capital Loans out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of December 31, 2021 and 2020, the Company had no borrowings under the Working Capital Loans. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Recurring Fair Value Measurements | Note 6 - Recurring Fair Value Measurements The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 414,036,593 $ 414,036,593 $ — $ — $ 414,036,593 $ 414,036,593 $ — $ — Liabilities: Warrant Liability - Public Warrants $ 15,270,390 $ 15,270,390 $ — $ — Warrant Liability - Private Placement Warrants 5,866,916 — — 5,866,916 $ 21,137,306 $ 15,270,390 $ — $ 5,866,916 The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants at December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market. As of December 31, 2021, the aggregate value of Public Warrants was $15,270,390. The estimated fair value of the Private Placement Warrants on December 31, 2021 is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The Company estimates the volatility of its ordinary share based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. The key inputs into the Monte Carlo simulation model for the initial measurement of the Public Warrants and Private Placement Warrants at March 2, 2021 and the subsequent measurement of the Private Placement Warrants at December 31, 2021 were as follows: Input March 2, 2021 (Initial Measurement) December 31, 2021 Expected term (years) 5.93 5.56 Expected volatility 15.2 % 10.7 % Risk-free interest rate 0.90 % 1.31 % Fair value of the ordinary share price $ 9.43 $ 9.68 The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial instruments for the year ended December 31, 2021: Warrant Fair value as of January 1, 2021 $ — Initial fair value of warrant liability upon issuance at IPO 28,236,354 Initial fair value of warrant liability upon the underwriters’ full exercise of the over-allotment option 3,880,017 Transfer out of Level 3 to Level 1 (19,561,500 ) Revaluation of warrant liability included in other income within the statements of operations for the year ended December 31, 2021 (6,687,955 ) Fair value as of December 31, 2021 $ 5,866,916 The following table provides the significant unobservable inputs used in the Modified Black Scholes model to measure the fair value of the over-allotment option: Input March 2, 2021 March 16, 2021 Unit price $ 10.00 $ 9.99 Exercise price $ 10.00 $ 10.00 Contractual term 0.12 0.08 Expected Volatility 16.6 % 16.8 % Risk-free interest rate 0.04 % 0.01 % Fair value of over-allotment option $ 0.23 $ 0.19 The initial fair value of the over-allotment option liability on March 2, 2021 was $1,256,352. The underwriters fully exercised their option to purchase 5,400,000 additional Units on March 16, 2021. The fair value of the full exercise of 5,400,000 Units was $1,024,687, resulting in a change of fair value in over-allotment option liability as of December 31, 2021 in the amount of $231,665. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 - Commitments and Contingencies Registration Rights The holders of the founder shares, Private Placement Warrants and any warrants that may be issued on conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration rights agreement signed on February 25, 2021 requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to the Company’s Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from February 25, 2021 to purchase up to an additional 5,400,000 units to cover over-allotments. On March 16, 2021, the underwriters purchased an additional 5,400,000 units to exercise its over-allotment option in full. The Company paid an aggregate amount of fixed underwriting discount of $8,280,000, which was calculated as two percent (2%) of the gross proceeds of $414,000,000 of the IPO and the underwriters’ full exercise of over-allotment option. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO and the underwriters’ full exercise of over-allotment option held in the Trust Account, or $14,490,000, upon the completion of the Company’s initial Business Combination. The Company has granted B. Riley Securities, Inc. a right of first refusal to act as sole placement agent in any private placement, backstop or similar financing transactions entered into or contemplated by the Company within the Combination Period and until the consummation of the initial Business Combination. In the event that B. Riley Securities, Inc. exercises such right of first refusal, its compensation in connection with any such transaction will be determined by separate agreement between the Company and B. Riley Securities, Inc. on the basis of compensation customarily paid to placement agents in similar transactions. |
Shareholders_ Deficit
Shareholders’ Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders’ Deficit | Note 8 - Shareholders’ Deficit Preference shares Class A Ordinary Shares Class B Ordinary Shares Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law. Unless specified in the Companies Act, the Company’s amended and restated memorandum and articles of association or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the IPO and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for the Company’s Class A ordinary shares issued in a financing transaction in connection with the initial Business Combination, including but not limited to a private placement of equity or debt. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. |
Marketable Securities Held in Trust Account | Marketable Securities 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, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s marketable securities held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income in the accompanying statements of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. As of December 31, 2021, the assets held in the Trust Account were invested in money market funds. |
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 include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of December 31, 2021 and 2020 due to the short term maturities of such instruments. The fair value of Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as level 3. See Note 6 for additional information on assets and liabilities measured at fair value. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2021 and 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s ordinary shares feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of Class A ordinary shares are affected by charges against additional paid in capital and accumulated deficit. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 42,430,000 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the year ended December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the year ended For the Period Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 6,548,416 $ 1,924,481 $ — $ (60,538 ) Denominator: Weighted-average shares outstanding 34,273,973 10,072,603 — 9,000,000 Basic and diluted net income (loss) per share $ 0.19 $ 0.19 $ — $ (0.01 ) |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed, and offering costs associated with the Class A ordinary share are charged to the temporary equity. |
Warrant Liabilities | Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3, Note 4, and Note 6) in accordance with ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity”, and concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statements of operations in the periods of change. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A ordinary shares. |
Income Taxes | Income Taxes The Company accrued for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of numerator and denominator used to compute basic and diluted net income (loss) per share | For the year ended For the Period Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 6,548,416 $ 1,924,481 $ — $ (60,538 ) Denominator: Weighted-average shares outstanding 34,273,973 10,072,603 — 9,000,000 Basic and diluted net income (loss) per share $ 0.19 $ 0.19 $ — $ (0.01 ) |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering [Abstract] | |
Schedule of ordinary share reflected | Gross proceeds from IPO $ 414,400,000 Less: Proceeds allocated to Public Warrants (23,417,755 ) Class A ordinary shares issuance costs (22,110,910 ) Plus: Remeasurement of carrying value to redemption value 45,528,665 Class A ordinary shares subject to possible redemption $ 414,000,000 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities that were measured at fair value on a recurring basis | December 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 414,036,593 $ 414,036,593 $ — $ — $ 414,036,593 $ 414,036,593 $ — $ — Liabilities: Warrant Liability - Public Warrants $ 15,270,390 $ 15,270,390 $ — $ — Warrant Liability - Private Placement Warrants 5,866,916 — — 5,866,916 $ 21,137,306 $ 15,270,390 $ — $ 5,866,916 |
Schedule of key inputs into the monte carlo simulation model for the warrant liability | Input March 2, 2021 (Initial Measurement) December 31, 2021 Expected term (years) 5.93 5.56 Expected volatility 15.2 % 10.7 % Risk-free interest rate 0.90 % 1.31 % Fair value of the ordinary share price $ 9.43 $ 9.68 |
Schedule of changes in the fair value of the warrant liability | Warrant Fair value as of January 1, 2021 $ — Initial fair value of warrant liability upon issuance at IPO 28,236,354 Initial fair value of warrant liability upon the underwriters’ full exercise of the over-allotment option 3,880,017 Transfer out of Level 3 to Level 1 (19,561,500 ) Revaluation of warrant liability included in other income within the statements of operations for the year ended December 31, 2021 (6,687,955 ) Fair value as of December 31, 2021 $ 5,866,916 |
Schedule of modified black scholes model to measure the fair value | Input March 2, 2021 March 16, 2021 Unit price $ 10.00 $ 9.99 Exercise price $ 10.00 $ 10.00 Contractual term 0.12 0.08 Expected Volatility 16.6 % 16.8 % Risk-free interest rate 0.04 % 0.01 % Fair value of over-allotment option $ 0.23 $ 0.19 |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | Mar. 16, 2021 | Mar. 02, 2021 | Dec. 31, 2021 |
Organization and Business Operations (Details) [Line Items] | |||
Underwriting discount | $ 7,200,000 | ||
Deferred underwriting discount | 12,600,000 | ||
Other offering costs | $ 666,592 | ||
Additional units (in Shares) | 5,400,000 | ||
Aggregate gross proceeds | $ 54,000,000 | ||
Cash underwriting fees | $1,080,000 | ||
Deferred underwriting fees | $ 1,890,000 | ||
Net proceeds | $ 414,000,000 | ||
Price per share (in Dollars per share) | $ 10 | ||
Public shares redeem percentage | 100.00% | ||
Aggregate fair market value percentage | 80.00% | ||
Net tangible assets | $ 5,000,001 | ||
Public share price per share (in Dollars per share) | $ 10 | ||
Operating bank account | $ 500,000 | ||
Working capital deficit | 900,000 | ||
Capital contribution | 25,000 | ||
Unsecured promissory note from the sponsor | $ 178,488 | ||
Initial Public Offering [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Additional units (in Shares) | 36,000,000 | ||
Price per unit (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 360,000,000 | ||
Private Placement [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Additional units (in Shares) | 10,300,000 | ||
Price per unit (in Dollars per share) | $ 1 | ||
Gross proceeds | $ 10,300,000 | ||
Over-Allotment Option [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Purchase units (in Shares) | 5,400,000 | ||
Business Combination [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Transaction costs | $ 20,466,592 | ||
Outstanding voting securities percentage | 50.00% | ||
Business combination, description | If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of the then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Accounting Policies [Abstract] | |
Federal depository insurance coverage | $ | $ 250,000 |
Outstanding warrants to purchase | shares | 42,430,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of numerator and denominator used to compute basic and diluted net income (loss) per share - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 6,548,416 | |
Denominator: | ||
Weighted-average shares outstanding | 34,273,973 | |
Basic and diluted net income (loss) per share | $ 0.19 | |
Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ (60,538) | $ 1,924,481 |
Denominator: | ||
Weighted-average shares outstanding | 9,000,000 | 10,072,603 |
Basic and diluted net income (loss) per share | $ (0.01) | $ 0.19 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Mar. 16, 2021 | Dec. 31, 2021 | |
Initial Public Offering (Details) [Line Items] | ||
Number of units issued in transaction (in Shares) | 36,000,000 | |
Issued price | $ 10 | |
Redemption of warrants, description | Redemption of Warrants Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ●if, and only if, the last reported sale 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 equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like). | |
Total equity percentage | 60.00% | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Issued price | $ 10 | |
Issued of stock (in Shares) | 5,400,000 | |
Stock option proceeds (in Dollars) | $ 414,000,000 | |
IPO [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Number of share sold (in Shares) | 41,400,000 | |
Warrant [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Issued price | $ 11.5 | |
Market value per share | $ 9.2 | |
Market Value and the Newly Issued Price percentages | 115.00% | |
Trigger price per share | $ 18 | |
Percentage of market value | 180.00% | |
Initial Business Combination [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Issued price | $ 9.2 | |
Class A Ordinary Shares [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Issued price | $ 11.5 |
Initial Public Offering (Deta_2
Initial Public Offering (Details) - Schedule of ordinary share reflected | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of ordinary share reflected [Abstract] | |
Gross proceeds from IPO | $ 414,400,000 |
Less: | |
Proceeds allocated to Public Warrants | (23,417,755) |
Class A ordinary shares issuance costs | (22,110,910) |
Plus: | |
Remeasurement of carrying value to redemption value | 45,528,665 |
Class A ordinary shares subject to possible redemption | $ 414,000,000 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Mar. 16, 2021 | Dec. 31, 2021 | |
Private Placement (Details) [Line Items] | ||
Warrant price per share (in Dollars per share) | $ 1 | |
Private Placement Warrant [Member] | ||
Private Placement (Details) [Line Items] | ||
Sale of aggregate shares (in Shares) | 10,300,000 | |
Warrant price per share (in Dollars per share) | $ 1 | |
Purchase price | $ 10,300,000 | |
Over-Allotment Option [Member] | ||
Private Placement (Details) [Line Items] | ||
Purchase price | $ 1,080,000 | |
Gross proceeds | $ 1,080,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 17, 2020 | Mar. 16, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | Dec. 31, 2021 |
Related Party Transactions (Details) [Line Items] | |||||
Service fees | $ 50,100 | $ 402,543 | |||
Working capital loans | $ 1,500,000 | ||||
Conversion price (in Dollars per share) | $ 1 | ||||
Founder Shares [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Ordinary shares (in Shares) | 8,625,000 | ||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | ||||
Aggregated purchase price | $ 25,000 | ||||
Price per share (in Dollars per share) | $ 0.003 | ||||
Founder shares of subject to forfeiture (in Shares) | 1,125,000 | ||||
Stock dividend (in Dollars per share) | $ 0.2 | ||||
Founder shares outstanding (in Shares) | 10,350,000 | ||||
Shares forfeiture (in Shares) | 1,350,000 | 1,350,000 | |||
Founder Shares [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Related party transaction, description | The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, 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, amalgamation, share exchange, reorganization or other similar transaction that results in all of its public shareholders having the right to exchange their ordinary shares for cash, securities or other property. | ||||
Sponsor [Member] | Initial Public Offering [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Agreed to loan | $ 300,000 | ||||
Maturity date, description | These loans are non-interest bearing, unsecured and are due at the earlier of December 31, 2021 or the closing of the IPO. | ||||
Promissory notes | $ 178,488 | ||||
Proceeds from repayment of loan | 1,000,000 | ||||
Chief Executive Officer [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Pay for service | 20,000 | ||||
Chief Financial Officer [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Pay for service | $ 16,700 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements (Details) - USD ($) | Mar. 16, 2021 | Dec. 31, 2021 | Mar. 02, 2021 |
Fair Value Disclosures [Abstract] | |||
Public warrant | $ 15,270,390 | ||
Dividend rate of warrant | 0.00% | ||
Liability | $ 1,256,352 | ||
Additional Units | $ 5,400,000 | ||
Exercise of warrant (in Shares) | 5,400,000 | ||
Fair value | $ 1,024,687 | $ 414,036,593 | |
Fair value amount | $ 231,665 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities that were measured at fair value on a recurring basis - USD ($) | Dec. 31, 2021 | Mar. 16, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
U.S. Money Market held in Trust Account | $ 414,036,593 | ||
Assets | 414,036,593 | $ 1,024,687 | |
Warrant Liability | 21,137,306 | ||
Liabilities | 21,137,306 | ||
Public Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability | 15,270,390 | ||
Private Placement Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability | 5,866,916 | ||
Quoted Prices In Active Markets (Level 1) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
U.S. Money Market held in Trust Account | 414,036,593 | ||
Assets | 414,036,593 | ||
Liabilities | 15,270,390 | ||
Quoted Prices In Active Markets (Level 1) [Member] | Public Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability | 15,270,390 | ||
Quoted Prices In Active Markets (Level 1) [Member] | Private Placement Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability | |||
Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
U.S. Money Market held in Trust Account | |||
Assets | |||
Liabilities | |||
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability | |||
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability | |||
Significant Other Unobservable Inputs (Level 3) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
U.S. Money Market held in Trust Account | |||
Assets | |||
Liabilities | 5,866,916 | ||
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability | |||
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability | $ 5,866,916 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements (Details) - Schedule of key inputs into the monte carlo simulation model for the warrant liability - $ / shares | Mar. 02, 2021 | Mar. 16, 2021 | Dec. 31, 2021 |
Recurring Fair Value Measurements (Details) - Schedule of key inputs into the monte carlo simulation model for the warrant liability [Line Items] | |||
Expected term (years) | 1 month 13 days | 29 days | 5 years 6 months 21 days |
Expected volatility | 16.60% | 16.80% | 10.70% |
Risk-free interest rate | 0.04% | 0.01% | 1.31% |
Fair value of the ordinary share price (in Dollars per share) | $ 0.23 | $ 0.19 | $ 9.68 |
Initial Measurement [Member] | |||
Recurring Fair Value Measurements (Details) - Schedule of key inputs into the monte carlo simulation model for the warrant liability [Line Items] | |||
Expected term (years) | 5 years 11 months 4 days | ||
Expected volatility | 15.20% | ||
Risk-free interest rate | 0.90% | ||
Fair value of the ordinary share price (in Dollars per share) | $ 9.43 |
Recurring Fair Value Measurem_6
Recurring Fair Value Measurements (Details) - Schedule of changes in the fair value of the warrant liability | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Recurring Fair Value Measurements (Details) - Schedule of changes in the fair value of the warrant liability [Line Items] | |
Fair value as of beginning | |
Transfer out of Level 3 to Level 1 | (23,417,755) |
Revaluation of warrant liability included in other income within the statements of operations for the year ended December 31, 2021 | (6,687,955) |
Fair value as of ending | 5,866,916 |
Initial Public Offering [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of changes in the fair value of the warrant liability [Line Items] | |
Initial fair value of warrant liability upon issuance at IPO | 28,236,354 |
Over-Allotment Option [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of changes in the fair value of the warrant liability [Line Items] | |
Initial fair value of warrant liability upon the underwriters’ full exercise of the over-allotment option | 3,880,017 |
Transfer out of Level 3 to Level 1 [Member] | |
Recurring Fair Value Measurements (Details) - Schedule of changes in the fair value of the warrant liability [Line Items] | |
Transfer out of Level 3 to Level 1 | $ (19,561,500) |
Recurring Fair Value Measurem_7
Recurring Fair Value Measurements (Details) - Schedule of modified black scholes model to measure the fair value - $ / shares | Mar. 02, 2021 | Mar. 16, 2021 | Dec. 31, 2021 |
Schedule of modified black scholes model to measure the fair value [Abstract] | |||
Unit price | $ 10 | $ 9.99 | |
Exercise price | $ 10 | $ 10 | |
Contractual term | 1 month 13 days | 29 days | 5 years 6 months 21 days |
Expected Volatility | 16.60% | 16.80% | 10.70% |
Risk-free interest rate | 0.04% | 0.01% | 1.31% |
Fair value of over-allotment option | $ 0.23 | $ 0.19 | $ 9.68 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 16, 2021 | Feb. 25, 2021 | Dec. 31, 2021 | |
Commitments and Contingencies (Details) [Line Items] | |||
Purchase additional units (in Shares) | 5,400,000 | ||
Underwriting discount | $ 8,280,000 | ||
Underwriting discount percentage | 2.00% | ||
Trust account | $ 14,490,000 | ||
IPO [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Underwriting discount percentage | 3.50% | ||
Gross proceeds | $ 414,000,000 | ||
Underwriters Agreement [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Purchase additional units (in Shares) | 5,400,000 |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) - USD ($) | Nov. 30, 2020 | Mar. 16, 2021 | Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Shareholders’ Deficit (Details) [Line Items] | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Class A ordinary shares subject to possible redemption | 41,400,000 | 0 | |||
Founder share value (in Dollars) | $ 2,681,384 | ||||
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 | |||
Class A ordinary shares subject to possible redemption | 41,400,000 | 0 | |||
Ordinary shares, outstanding | |||||
Ordinary 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 | |||
Common stock voting rights, description | Holders are entitled to one vote for each share of Class B ordinary shares. | ||||
Sponsor shares | 8,625,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||
Founder share value (in Dollars) | $ 25,000 | ||||
Price per share (in Dollars per share) | $ 0.003 | ||||
Maximum shares subject to forfeiture | 1,125,000 | ||||
Stock dividend, description | In February 2021, the Company effected a stock dividend of 0.2 shares for each founder share outstanding, resulting in an aggregate of 10,350,000 founder shares outstanding and held by the Sponsor (up to 1,350,000 of which are subject to forfeiture by our sponsor if the underwriters’ over-allotment option is not exercised in full). | ||||
Founder shares are no longer subject to forfeiture | 1,350,000 | ||||
Ordinary shares, outstanding | 10,350,000 | 10,350,000 | |||
Converted basis issued and outstanding percentage | 20.00% | ||||
Ordinary shares, issued | 10,350,000 | 10,350,000 |