Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 02, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | ALPHA CAPITAL ACQUISITION COMPANY | |
Entity Central Index Key | 0001836547 | |
Entity File Number | 001-40080 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 95-1574856 | |
Entity Address, Address Line One | 1230 Avenue of the Americas | |
Entity Address, Address Line Two | 16th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10020 | |
City Area Code | 732 | |
Local Phone Number | 838-4533 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | ASPC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 | |
Redeemable warrants [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each one whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | ASPCW | |
Security Exchange Name | NASDAQ | |
Class A Common Stock And Warrants [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | |
Trading Symbol | ASPCU | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 16,520 | $ 392,469 |
Prepaid expenses and other | 233,168 | 314,751 |
Total current assets | 249,688 | 707,220 |
Investments held in Trust Account | 230,390,952 | 230,055,287 |
Total Assets | 230,640,640 | 230,762,507 |
Current liabilities: | ||
Accrued offering costs and expenses | 3,795,356 | 1,116,831 |
Due to related party | 107,295 | 0 |
Promissory note—related party | 150,000 | 0 |
Total current liabilities | 4,052,651 | 1,116,831 |
Derivative warrant liabilities | 4,856,442 | 15,365,022 |
Deferred underwriting discount | 0 | 8,050,000 |
Total Liabilities | 8,909,093 | 24,531,853 |
Commitments and Contingencies (Note 7) | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares at approximately $10.02 and $10.00 per share redemption value at June 30, 2022 and December 31, 2021, respectively | 230,390,952 | 230,000,000 |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (8,659,980) | (23,769,921) |
Total Shareholders' Deficit | (8,659,405) | (23,769,346) |
Total Liabilities, Redeemable Shares, and Shareholders' Deficit | 230,640,640 | 230,762,507 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares at approximately $10.02 and $10.00 per share redemption value at June 30, 2022 and December 31, 2021, respectively | 230,390,952 | 230,000,000 |
Shareholders' Deficit: | ||
Common Stock Value | 0 | 0 |
Common Class B [Member] | ||
Shareholders' Deficit: | ||
Common Stock Value | $ 575 | $ 575 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Par value per share | $ 0.0001 | $ 0.0001 |
Redemption value per share | $ 10.02 | $ 10 |
Ordinary shares subject to possible redemption | 23,000,000 | 23,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares, issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares, issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Formation and operating costs | $ 2,042,465 | $ 264,158 | $ 3,393,352 | $ 560,286 |
Loss from operations | (2,042,465) | (264,158) | (3,393,352) | (560,286) |
Other income (expense) | ||||
Interest earned on investments held in Trust Account | 310,655 | 17,443 | 335,665 | 23,961 |
Change in fair value of derivative warrant liabilities | 5,940,360 | 1,237,424 | 10,508,580 | 361,253 |
Debt forgiveness income | 8,050,000 | 0 | 8,050,000 | 0 |
Offering costs allocated to warrants | 0 | 0 | 0 | (568,614) |
Total other income (expense), net | 14,301,015 | 1,254,867 | 18,894,245 | (183,400) |
Net income (loss) | 12,258,550 | 990,709 | 15,500,893 | (743,686) |
Common Class A [Member] | ||||
Other income (expense) | ||||
Net income (loss) | $ 9,806,840 | $ 792,567 | $ 12,400,714 | $ (599,554) |
Weighted Average Number of Shares Outstanding, Basic | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 |
Weighted Average Number of Shares Outstanding, Diluted | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 |
Earnings Per Share, Basic | $ 0.43 | $ 0.03 | $ 0.54 | $ (0.03) |
Earnings Per Share, Diluted | $ 0.43 | $ 0.03 | $ 0.54 | $ (0.03) |
Common Class B [Member] | ||||
Other income (expense) | ||||
Net income (loss) | $ 2,451,710 | $ 198,142 | $ 3,100,179 | $ (144,132) |
Weighted Average Number of Shares Outstanding, Basic | 5,750,000 | 5,750,000 | 5,750,000 | 5,529,167 |
Weighted Average Number of Shares Outstanding, Diluted | 5,750,000 | 5,750,000 | 5,750,000 | 5,529,167 |
Earnings Per Share, Basic | $ 0.43 | $ 0.03 | $ 0.54 | $ (0.03) |
Earnings Per Share, Diluted | $ 0.43 | $ 0.03 | $ 0.54 | $ (0.03) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Total | Class B Ordinary Shares [Member] | Common Stock [Member] Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2020 | $ (26,116) | $ 575 | $ 24,425 | $ (51,116) | |
Beginning balance, shares at Dec. 31, 2020 | 5,750,000 | ||||
Cash received in excess of fair value of private placement warrants | 883,006 | 883,006 | |||
Accretion for Class A ordinary shares to redemption amount | (22,522,448) | (907,431) | (21,615,017) | ||
Net income (loss) | (1,734,395) | (1,734,395) | |||
Ending balance, shares at Mar. 31, 2021 | 5,750,000 | ||||
Ending balance at Mar. 31, 2021 | (23,399,953) | $ 575 | (23,400,528) | ||
Beginning balance at Dec. 31, 2020 | (26,116) | $ 575 | 24,425 | (51,116) | |
Beginning balance, shares at Dec. 31, 2020 | 5,750,000 | ||||
Net income (loss) | (743,686) | $ (144,132) | |||
Ending balance, shares at Jun. 30, 2021 | 5,750,000 | ||||
Ending balance at Jun. 30, 2021 | (22,409,244) | $ 575 | (22,409,819) | ||
Beginning balance at Dec. 31, 2020 | (26,116) | $ 575 | 24,425 | (51,116) | |
Beginning balance, shares at Dec. 31, 2020 | 5,750,000 | ||||
Ending balance, shares at Dec. 31, 2021 | 5,750,000 | ||||
Ending balance at Dec. 31, 2021 | (23,769,346) | $ 575 | 0 | (23,769,921) | |
Beginning balance at Mar. 31, 2021 | (23,399,953) | $ 575 | (23,400,528) | ||
Beginning balance, shares at Mar. 31, 2021 | 5,750,000 | ||||
Net income (loss) | 990,709 | 198,142 | 990,709 | ||
Ending balance, shares at Jun. 30, 2021 | 5,750,000 | ||||
Ending balance at Jun. 30, 2021 | (22,409,244) | $ 575 | (22,409,819) | ||
Beginning balance at Dec. 31, 2021 | (23,769,346) | $ 575 | 0 | (23,769,921) | |
Beginning balance, shares at Dec. 31, 2021 | 5,750,000 | ||||
Net income (loss) | 3,242,343 | 3,242,343 | |||
Ending balance, shares at Mar. 31, 2022 | 5,750,000 | ||||
Ending balance at Mar. 31, 2022 | (20,527,003) | $ 575 | (20,527,578) | ||
Beginning balance at Dec. 31, 2021 | (23,769,346) | $ 575 | 0 | (23,769,921) | |
Beginning balance, shares at Dec. 31, 2021 | 5,750,000 | ||||
Net income (loss) | 15,500,893 | 3,100,179 | |||
Ending balance, shares at Jun. 30, 2022 | 5,750,000 | ||||
Ending balance at Jun. 30, 2022 | (8,659,405) | $ 575 | (8,659,980) | ||
Beginning balance at Mar. 31, 2022 | (20,527,003) | $ 575 | (20,527,578) | ||
Beginning balance, shares at Mar. 31, 2022 | 5,750,000 | ||||
Accretion for Class A ordinary shares to redemption amount | (390,952) | (390,952) | |||
Net income (loss) | 12,258,550 | $ 2,451,710 | 12,258,550 | ||
Ending balance, shares at Jun. 30, 2022 | 5,750,000 | ||||
Ending balance at Jun. 30, 2022 | $ (8,659,405) | $ 575 | $ (8,659,980) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Cash flows from Operating Activities: | |||||||
Net income (loss) | $ 12,258,550 | $ 3,242,343 | $ 990,709 | $ (1,734,395) | $ 15,500,893 | $ (743,686) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||
Offering costs allocated to warrants | 0 | 0 | 0 | 568,614 | |||
Change in fair value of derivative warrant liabilities | (5,940,360) | (1,237,424) | (10,508,580) | (361,253) | |||
Debt forgiveness income | (8,050,000) | 0 | (8,050,000) | 0 | |||
Interest earned on investments held in Trust Account | (310,655) | (17,443) | (335,665) | (23,961) | |||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses and other | 81,583 | (467,411) | |||||
Accrued offering costs and expenses | 2,678,525 | 32,146 | |||||
Due to related party | 107,295 | (402) | |||||
Net cash used in operating activities | (525,949) | (995,953) | |||||
Cash Flows from Investing Activities: | |||||||
Cash deposited into Trust Account | (230,000,000) | ||||||
Net cash used in investing activities | (230,000,000) | ||||||
Cash flows from Financing Activities: | |||||||
Proceeds from promissory note to related party | 150,000 | 125,000 | |||||
Proceeds from Initial Public Offering, net of underwriters' fees | 225,400,000 | ||||||
Proceeds from private placement | 7,000,000 | ||||||
Repayment of promissory note to related party | (170,000) | ||||||
Payments of offering costs | (482,346) | ||||||
Net cash provided by financing activities | 150,000 | 231,872,654 | |||||
Net change in cash | (375,949) | 876,701 | |||||
Cash, beginning of the period | $ 392,469 | $ 0 | 392,469 | 0 | $ 0 | ||
Cash, end of the period | $ 16,520 | $ 876,701 | $ 16,520 | 876,701 | $ 392,469 | ||
Supplemental disclosure of noncash investing and financing activities: | |||||||
Deferred underwriting commissions charged to additional paid-in capital | $ 8,050,000 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Alpha Capital Acquisition Company (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on December 10, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity for the period from December 10, 2020 (inception) through June 30, 2022 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 The Company’s sponsor is Alpha Capital Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective on February 18, 2021 (the “Effective Date”). On February 23, 2021, the Company consummated the IPO of 23,000,000 units, including the issuance of 3,000,000 units as a result of the underwriters’ full exercise of the over-allotment option (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 $230,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 7,000,000 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 $7,000,000, which is discussed in Note 4. Transaction costs amounted to $13,132,346 consisting of $4,600,000 of underwriting discount, $8,050,000 of deferred underwriting discount, and $482,346 of other offering costs. On May 19, 2022, the underwriters waived the deferred underwriting discount of $8,050,000, and thus the Company no longer owed such amount to the underwriters. The Company recorded a debt forgiveness income of $8,050,000 during the three and six months ended June 30, 2022. Trust Account Following the closing of the IPO on February 23, 2021, $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account, which can only be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less in money market funds meeting certain conditions under Rule 2a-7 of Initial Business Combination The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting commissions held in the Trust Account) at the time of the Company’s signing a definitive agreement in connection with the initial Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at a per-share price, The per-share amount The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company submits its initial Business Combination to its public shareholders for a vote, the Company will complete its initial Business Combination only if it receives an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor, officers and directors have agreed to vote their Founder Shares and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions in connection with the initial Business Combination pursuant to the tender offer rules, the Company’s amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the IPO without the Company’s prior consent. The Sponsor, officers and directors have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination, and (b) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association, (c) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an initial Business Combination within the Combination Period and (d) vote any Founder Shares held by them and any Public Shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Company will have until 24 months from the closing of the IPO to consummate a Business Combination. However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten a per-share price, In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the initial Business Combination and redemptions could be reduced to less than $10.00 per public share. In such event, the Company may not be able to complete the initial Business Combination, and holders would receive such lesser amount per share in connection with any redemption of the Public Shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Going Concern As of June 30, 2022, the Company had $16,520 in its operating bank account and working capital deficit of $3,802,963. The Company’s liquidity needs up to February 23, 2021, were satisfied through payment from the Sponsor of $25,000 to cover certain offering costs of the Company in exchange for the issuance of the Founder Shares (see Note 5), the loan under an unsecured promissory note from the Sponsor of $170,000, and payment of certain costs of the Company of $18,694 by an officer of the Company. The Company repaid the promissory note and the amount due to the officer in full in February 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). As of June 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loans. On March 4, 2022, the Company issued an unsecured promissory note in the amount of up to $500,000 to the Sponsor. The promissory note was non-interest Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s offices and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. However, in connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022 or any future periods. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 8-K. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. 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 condensed consolidated balance sheets and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. Investments Held in Trust Account At June 30, 2022, the assets held in the Trust Account were held in money market mutual funds which invest in U.S. Treasury securities. During the six months ended June 30, 2022 and 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. Prior to January 13, 2022, the Trust Account consisted of both cash and Treasury Securities. Starting from January 13, 2022, all assets held in the Trust Account were held in money market funds. The Company classifies its investment in money market funds 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 investments held in Trust Account are included in trust interest income in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Held-to-maturity 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. U.S. 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 assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets. The fair values of prepaid expenses and other, due from related party, due from sponsor, accrued offering costs and expenses, and promissory note – related party are estimated to approximate the carrying values as of June 30, 2022 and December 31, 2021 due to the short maturities of such instruments, except for the derivative warrant liabilities. 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 Corporation coverage limits of $250,000. At June 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480-10-S99 “Classification Net Income (Loss) Per Ordinary Share The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Accretion associated with the redeemable Class A ordinary share is excluded from earnings per share as the redemption value approximates fair value. Earnings and losses are shared pro rata between the two classes of shares. The 18,500,000 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three and six months ended June 30, 2022 and 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 presented. 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 share: For the three months ended June 30, 2022 For the six months ended June 30, 2022 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 9,806,840 $ 2,451,710 $ 12,400,714 $ 3,100,179 Denominator: Weighted-average shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Basic and diluted net income per ordinary share $ 0.43 $ 0.43 $ 0.54 $ 0.54 For the three months ended June 30, 2021 For the six months ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 792,567 $ 198,142 $ (599,554 ) $ (144,132 ) Denominator: Weighted-average shares outstanding 23,000,000 5,750,000 23,000,000 5,529,167 Basic and diluted net income (loss) per ordinary share $ 0.03 $ 0.03 $ (0.03 ) $ (0.03 ) Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at or non-current based not net-cash settlement Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the IPO, the Company sold 23,000,000 Units, including 3,000,000 Units as a result of the underwriters’ full exercise of the over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of An aggregate of $10.00 per Unit sold in the IPO was held in the Trust Account and can only be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less in money market funds meeting certain conditions under Rule 2a-7 of Public Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the IPO. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the 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 elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use 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 each such warrant for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value and (B) 0.361. 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 when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon no less than 30 days’ prior written notice of redemption (the “30-day redemption period”) • 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 adjusted for share sub-divisions, share If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; • if, and only if, the Reference Value (as defined above under “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, • if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 7,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,000,000, in a private placement. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. 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 initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On December 11, 2020, the Company temporarily issued to an officer of the Company, and subsequently assigned to the Sponsor, 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”), with a consideration of $25,000, or approximately $0.004 per share, to cover certain offering and formation costs of the Company. In January 2021, the founder shares were assigned to the Sponsor for the same purchase price initially paid by the officer of the Company. The Founder Shares included an aggregate of up to 750,000 shares that were intended to be forfeited depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, The Sponsor, and certain officers of the Company, have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”). Notwithstanding share sub-divisions, share any 30-trading day the Lock-up. Promissory Note — Related Party On December 11, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to an officer of the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $250,000. On January 26, 2021 the Promissory Note was assigned to the Sponsor. The Promissory Note was non-interest bearing On March 4, 2022, the Company issued a second unsecured promissory note in the amount of up to $500,000 to the Sponsor. The promissory note was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a Administrative Service Fee Commencing on the date of the IPO, the Company began paying its Sponsor or an affiliate thereof up to $55,000 per month for office space, utilities, salaries or other cash compensation paid to consultants to the Sponsor, secretarial and administrative support services provided to members of the Company’s management team and other expenses and obligations of the Sponsor. Upon completion of the initial Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended June 30, 2022 and 2021, the Company incurred an aggregate amount of $155,850 and $142,500, respectively, of administrative service fees. For the six months ended June 30, 2022 and 2021, the Company incurred an aggregate amount of $311,700 and $285,289, respectively, of administrative service fees. As of June 30, 2022, $105,000 was unpaid and recorded under due to related party. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |
Recurring Fair Value Measurements | Note 6 — Recurring Fair Value Measurements Investments held in Trust Account As of June 30, 2022, investment in the Company’s Trust Account consisted of money market funds investing in United States Treasury securities. All of the Company’s investments held in the Trust Account at June 30, 2022 are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. As of December 31, 2021, investment in the Company’s Trust Account consisted of $613 money market funds investing in United States Treasury securities and $230,054,674 in U.S. Treasury Securities. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Carrying Gross Gross Fair Value U.S. Treasury Securities $ 230,054,674 $ 2,326 $ — $ 230,057,000 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 June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. June 30, Quoted Prices In Active Significant Other Observable Significant Other Unobservable 2022 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 230,390,952 $ 230,390,952 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 2,999,200 $ 2,999,200 $ — $ — Warrant Liability – Private Placement Warrants 1,857,242 — — 1,857,242 Total $ 4,856,442 $ 2,999,200 $ — $ 1,857,242 December 31, Quoted Prices In Active Significant Other Observable Significant Other Unobservable 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 613 $ 613 $ — $ — U.S. Treasury Securities held in Trust Account 230,054,674 230,054,674 — — $ 230,055,287 $ 230,055,287 $ — $ — Liabilities Warrant Liability – Public Warrants $ 9,200,000 $ 9,200,000 $ — $ — Warrant Liability – Private Placement Warrants 6,165,022 — — 6,165,022 Total $ 15,365,022 $ 9,200,000 $ — $ 6,165,022 The fair value of the Public Warrants at June 30, 2022 and December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market. As of June 30, 2022 and December 31, 2021, the aggregate value of Public Warrants was $2,999,200 and $9,200,000. The estimated fair value of the Private Placement Warrants on June 30, 2022 and December 31, 2021 is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected share-price volatility (pre-merger and The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at June 30, 2022 and December 31, 2021: June 30, December 31, Expected term (years) 5.08 5.46 Expected volatility 3.2 % 14.2 % Risk-free interest rate 3.01 % 1.30 % Ordinary share price $ 9.88 9.86 Dividend yield 0.00 % 0.00 % The following table sets forth a summary of the changes in the fair value of the warrant liability (Level 3) for the three and six months ended June 30, 2022: Warrant Fair value as of January 1, 2022 $ 6,165,022 Change in fair value (1,994,520 ) Fair value as of March 31, 2022 4,170,502 Change in fair value (2,313,260 ) Fair value as of June 30, 2022 $ 1,857,242 The following table sets forth a summary of the changes in the fair value of the warrant liability (Level 3) for the three and six months ended June 30, 2021: Warrant Fair value as of January 1, 2021 $ — Initial fair value of warrant liabilities upon issuance at IPO 16,075,710 Change in fair value 876,171 Fair value as of March 31, 2021 16,951,881 Transfer out of Level 3 to Level 1 (9,315,564 ) Change in fair value (1,237,424 ) Fair value as of June 30, 2021 $ 6,398,893 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There was a transfer out of Level 3 to Level 1 for the fair value of the Public Warrants when they began to trade separately from the Units during the six months ended June 30, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 — Commitments and Contingencies Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. 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 On February 23, 2021, the Company paid an underwriting discount of $4,600,000. Additionally, the underwriters were entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $8,050,000, upon the completion of the Company’s initial Business Combination. On May 19, 2022, the underwriters waived the deferred underwriting discount of $8,050,000, and thus the Company no longer owed such amount to the underwriters. The Company recorded a debt forgiveness income of $8,050,000 during the three and six months ended June 30, 2022. Business Combination Agreement On November 16, 2021, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among Alpha Capital Holdco Company, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Alpha Merger Sub I Company, an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of New PubCo (“First Merger Sub”), Alpha Merger Sub II Company, an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of New PubCo (“Second Merger Sub” and, together with First Merger Sub, the “SPAC Merger Subs”), Alpha Merger Sub III Company, an exempted company incorporated with limited liability in the Cayman Islands and a direct, wholly owned subsidiary of New PubCo (“Third Merger Sub” and, together with SPAC Merger Subs, the “Merger Subs”), Semantix Tecnologia em Sistema de Informação S.A., a sociedade anônima organized under the laws of Brazil (“Semantix”), and the Company. Each of New PubCo, the Merger Subs, the Company and SPAC will individually be referred to herein as a “Party” and, collectively, as the “Parties.” Pursuant to the Business Combination Agreement, the Parties have agreed that, on the terms and subject to the conditions set forth in the Business Combination Agreement, (i) prior to the closing, Semantix shareholders will contribute their shares of Semantix into a newly incorporated entity in the Cayman Islands (“Newco”) in exchange for ordinary shares of Newco (“Newco Ordinary Shares”) and (ii) on the closing date, substantially concurrently with and immediately after the closing of the PIPE investment, (A) First Merger Sub shall be merged with and into the Company (the “First Merger”), with the Company surviving as a direct wholly owned subsidiary of New PubCo, (B) immediately following the First Merger, the Company, as successor in the First Merger, shall be merged with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “SPAC Mergers”), with Second Merger Sub surviving as a direct wholly owned subsidiary of New PubCo, and (C) as soon as practicable following the Second Merger, Third Merger Sub shall be merged with and into Newco (the “Newco Merger” and, together with the SPAC Merger, the “Mergers”) with Newco surviving as a direct wholly owned subsidiary of New PubCo. On April 13, 2022, the Company entered into an amendment to the Business Combination Agreement dated as of November 16, 2021 (the “BCA Amendment”). Pursuant to the BCA Amendment, the Business Combination Agreement was revised to correct certain scrivener’s errors contained in the Business Combination Agreement, the form of Shareholders Agreement and the form of A&R Registration Rights Agreement. In addition, the BCA Amendment also revised the list of Semantix shareholders that would be eligible to receive the Semantix Earn-Out On April 19, 2022, the Company and Semantix updated its analyst presentation in connection with a planned meeting with a research analyst from one of the underwriters that participated in Alpha Capital’s initial public offering. For more information about the Business Combination Agreement and the proposed Semantix Business Combination, see the Definitive Proxy Statement filed with the SEC on July 11, 2022. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 6 Months Ended |
Jun. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | Note 8 — Class A Ordinary Shares Subject to Possible Redemption As of June 30, 2022, the Class A ordinary shares reflected on the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds from IPO $ 230,000,000 Less: Proceeds allocated to Public Warrants (9,958,716 ) Class A ordinary shares issuance costs (12,563,732 ) Plus: Accretion of carrying value to redemption value 22,913,400 Class A ordinary shares subject to possible redemption $ 230,390,952 As of December 31, 2021, the Class A ordinary shares reflected on the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds from IPO $ 230,000,000 Less: Proceeds allocated to Public Warrants (9,958,716 ) Class A ordinary shares issuance costs (12,563,732 ) Plus: Accretion of carrying value to redemption value 22,522,448 Class A ordinary shares subject to possible redemption $ 230,000,000 |
Shareholders' Deficit
Shareholders' Deficit | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | Note 9 — Shareholders’ Deficit Preference shares Class A Ordinary Shares Class B Ordinary Shares an as-converted basis, Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, share sub-divisions, share than one-for-one basis. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. On August 1, 2022, Alpha Capital Acquisition Company, Alpha Capital Holdco Company, Alpha Merger Sub I Company, Alpha Merger Sub II Company, Alpha Merger Sub III Company, and Semantix Tecnologia em Sistema de Informação S.A. entered into a second amendment (the “BCA Second Amendment”) to the Business Combination Agreement, pursuant to which the Business Combination Agreement was revised to correct certain scrivener’s errors contained in the form of A&R Shareholders Agreement. In addition, the BCA Second Amendment also revised the list of Company shareholders that would be eligible to receive the Semantix Earn-Out Shares upon the achievement of certain price targets described in the Business Combination Agreement. On August 2, 2022, the Company convened an extraordinary general meeting of shareholders (the “General Meeting”) to approve, among other things, the previously announced business combination of the Company and Semantix. In connection with the shareholder vote at the General Meeting, the Company’s public shareholders had the right to elect to redeem all or a portion of their Class A ordinary shares for a per share price calculated in accordance with the Company’s organizational documents. The Company’s public shareholders holding 19,622,439 Class A ordinary shares validly elected to redeem their public shares as of 5:00 p.m., Eastern Time, on August 2, 2022. On August 3, 2022, Semantix, Inc., a Cayman Island exempted company (formerly known as Alpha Capital Holdco Company) (“New Semantix”) and the Company issued a joint press release announcing the closing of the previously announced business combination pursuant to the Business Combination Agreement, and the listing of New Semantix’s ordinary shares and warrants on The Nasdaq Stock Market LLC. On August 3, 2022, the outstanding promissory note of $150,000 was repaid to the Sponsor. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022 or any future periods. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 8-K. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. 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 condensed consolidated balance sheets and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account At June 30, 2022, the assets held in the Trust Account were held in money market mutual funds which invest in U.S. Treasury securities. During the six months ended June 30, 2022 and 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. Prior to January 13, 2022, the Trust Account consisted of both cash and Treasury Securities. Starting from January 13, 2022, all assets held in the Trust Account were held in money market funds. The Company classifies its investment in money market funds 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 investments held in Trust Account are included in trust interest income in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Held-to-maturity |
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. U.S. 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 assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets. The fair values of prepaid expenses and other, due from related party, due from sponsor, accrued offering costs and expenses, and promissory note – related party are estimated to approximate the carrying values as of June 30, 2022 and December 31, 2021 due to the short maturities of such instruments, except for the derivative warrant liabilities. 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 Corporation coverage limits of $250,000. At June 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480-10-S99 “Classification |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Accretion associated with the redeemable Class A ordinary share is excluded from earnings per share as the redemption value approximates fair value. Earnings and losses are shared pro rata between the two classes of shares. The 18,500,000 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three and six months ended June 30, 2022 and 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 presented. 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 share: For the three months ended June 30, 2022 For the six months ended June 30, 2022 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 9,806,840 $ 2,451,710 $ 12,400,714 $ 3,100,179 Denominator: Weighted-average shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Basic and diluted net income per ordinary share $ 0.43 $ 0.43 $ 0.54 $ 0.54 For the three months ended June 30, 2021 For the six months ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 792,567 $ 198,142 $ (599,554 ) $ (144,132 ) Denominator: Weighted-average shares outstanding 23,000,000 5,750,000 23,000,000 5,529,167 Basic and diluted net income (loss) per ordinary share $ 0.03 $ 0.03 $ (0.03 ) $ (0.03 ) |
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 |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at or non-current based not net-cash settlement |
Income Taxes | Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary Of Earnings Per Share Basic And Diluted | 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 share: For the three months ended June 30, 2022 For the six months ended June 30, 2022 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 9,806,840 $ 2,451,710 $ 12,400,714 $ 3,100,179 Denominator: Weighted-average shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Basic and diluted net income per ordinary share $ 0.43 $ 0.43 $ 0.54 $ 0.54 For the three months ended June 30, 2021 For the six months ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 792,567 $ 198,142 $ (599,554 ) $ (144,132 ) Denominator: Weighted-average shares outstanding 23,000,000 5,750,000 23,000,000 5,529,167 Basic and diluted net income (loss) per ordinary share $ 0.03 $ 0.03 $ (0.03 ) $ (0.03 ) |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |
Summary of Debt Securities Held to Maturity | The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2021 are as follows: Carrying Gross Gross Fair Value U.S. Treasury Securities $ 230,054,674 $ 2,326 $ — $ 230,057,000 |
Summary of Assets And Liabilities Measured at Fair Value | The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. June 30, Quoted Prices In Active Significant Other Observable Significant Other Unobservable 2022 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 230,390,952 $ 230,390,952 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 2,999,200 $ 2,999,200 $ — $ — Warrant Liability – Private Placement Warrants 1,857,242 — — 1,857,242 Total $ 4,856,442 $ 2,999,200 $ — $ 1,857,242 December 31, Quoted Prices In Active Significant Other Observable Significant Other Unobservable 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 613 $ 613 $ — $ — U.S. Treasury Securities held in Trust Account 230,054,674 230,054,674 — — $ 230,055,287 $ 230,055,287 $ — $ — Liabilities Warrant Liability – Public Warrants $ 9,200,000 $ 9,200,000 $ — $ — Warrant Liability – Private Placement Warrants 6,165,022 — — 6,165,022 Total $ 15,365,022 $ 9,200,000 $ — $ 6,165,022 |
Summary of Key inputs into the Monte Carlo Simulation Model for the Warrant Liability | The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at June 30, 2022 and December 31, 2021: June 30, December 31, Expected term (years) 5.08 5.46 Expected volatility 3.2 % 14.2 % Risk-free interest rate 3.01 % 1.30 % Ordinary share price $ 9.88 9.86 Dividend yield 0.00 % 0.00 % |
Summary of Fair value of the Derivative Warrant Liabilities | The following table sets forth a summary of the changes in the fair value of the warrant liability (Level 3) for the three and six months ended June 30, 2022: Warrant Fair value as of January 1, 2022 $ 6,165,022 Change in fair value (1,994,520 ) Fair value as of March 31, 2022 4,170,502 Change in fair value (2,313,260 ) Fair value as of June 30, 2022 $ 1,857,242 The following table sets forth a summary of the changes in the fair value of the warrant liability (Level 3) for the three and six months ended June 30, 2021: Warrant Fair value as of January 1, 2021 $ — Initial fair value of warrant liabilities upon issuance at IPO 16,075,710 Change in fair value 876,171 Fair value as of March 31, 2021 16,951,881 Transfer out of Level 3 to Level 1 (9,315,564 ) Change in fair value (1,237,424 ) Fair value as of June 30, 2021 $ 6,398,893 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There was a transfer out of Level 3 to Level 1 for the fair value of the Public Warrants when they began to trade separately from the Units during the six months ended June 30, 2021. |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Summary Of Reconciliation Of Class A Ordinary Shares Reflected on The Balance Sheet | As of June 30, 2022, the Class A ordinary shares reflected on the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds from IPO $ 230,000,000 Less: Proceeds allocated to Public Warrants (9,958,716 ) Class A ordinary shares issuance costs (12,563,732 ) Plus: Accretion of carrying value to redemption value 22,913,400 Class A ordinary shares subject to possible redemption $ 230,390,952 As of December 31, 2021, the Class A ordinary shares reflected on the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds from IPO $ 230,000,000 Less: Proceeds allocated to Public Warrants (9,958,716 ) Class A ordinary shares issuance costs (12,563,732 ) Plus: Accretion of carrying value to redemption value 22,522,448 Class A ordinary shares subject to possible redemption $ 230,000,000 |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
May 19, 2022 | Feb. 23, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 04, 2022 | Dec. 31, 2021 | Dec. 11, 2020 | |
Proceeds from Issuance Initial Public Offering | $ 225,400,000 | ||||||||
Proceeds from issue of warrants | 7,000,000 | ||||||||
Transaction costs | $ 13,132,346 | ||||||||
Payments for Underwriting Expense | $ 8,050,000 | 4,600,000 | |||||||
Deferred underwriting commissions charged to additional paid in capital | 8,050,000 | 8,050,000 | |||||||
Other offering costs | 482,346 | ||||||||
Payments to acquire trust preferred investments | $ 230,000,000 | 230,000,000 | |||||||
Term of restricted investments | 185 days | ||||||||
Minimum net worth to effect business combination | $ 5,000,001 | $ 5,000,001 | |||||||
Number of days after the due date of business combination before which the pubic shares shall be redeemed | 10 days | ||||||||
Expenses payable on dissolution | 100,000 | $ 100,000 | |||||||
Cash in operating bank account | 16,520 | 16,520 | $ 392,469 | ||||||
Working capital | 3,802,963 | 3,802,963 | |||||||
Proceeds from related party debt | 150,000 | 125,000 | |||||||
Gain (Loss) on Extinguishment of Debt | 8,050,000 | $ 0 | 8,050,000 | $ 0 | |||||
Sponsor [Member] | |||||||||
Stock shares issued during the period value for services rendered | $ 25,000 | ||||||||
Proceeds from related party debt | 170,000 | ||||||||
Debt instrument, face amount | $ 250,000 | ||||||||
Sponsor [Member] | Unsecured Promissory Note [Member] | |||||||||
Debt instrument, face amount | 150,000 | $ 150,000 | $ 500,000 | ||||||
Unsecured promissory note maturity date | Jun. 30, 2022 | ||||||||
Chief Executive Officer [Member] | |||||||||
Payment of debt issuance costs | $ 18,694 | ||||||||
Working Capital Loan [Member] | |||||||||
Due to Related Parties | $ 0 | $ 0 | $ 0 | ||||||
Minimum [Member] | |||||||||
Percentage of the fair value of assets in trust account of the target company net of deferred underwriting commissions and taxes | 80% | ||||||||
Equity method investment ownership percentage | 50% | 50% | |||||||
Temporary equity redemption price per share | $ 10 | $ 10 | |||||||
Per share amount in the trust account for distribution to the public shareholders | $ 10 | ||||||||
IPO [Member] | |||||||||
Stock issued during period shares new issues | 23,000,000 | ||||||||
Sale of Stock, Price Per Share | $ 10 | ||||||||
Proceeds from Issuance Initial Public Offering | $ 230,000,000 | ||||||||
Payments for Underwriting Expense | $ 4,600,000 | ||||||||
Over-Allotment Option [Member] | |||||||||
Stock issued during period shares new issues | 3,000,000 | ||||||||
Private Placement [Member] | |||||||||
Stock issued during period shares new issues | 7,000,000 | ||||||||
Class of warrants or rights issue price per warrant | $ 1 | ||||||||
Proceeds from issue of warrants | $ 7,000,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Cash equivalents | $ 0 | $ 0 | $ 0 | ||
Federal depository insurance coverage limit | $ 250,000 | ||||
Antidilutive securities excluded from computation of earnings per share | 18,500,000 | 18,500,000 | 18,500,000 | 18,500,000 | |
Unrecognized tax benefits accrued interest and penalties | $ 0 | $ 0 | 0 | ||
Unrecognized Tax Benefits | $ 0 | $ 0 | $ 0 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary Of Earnings Per Share Basic And Diluted (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||||
Allocation of net income | $ 12,258,550 | $ 3,242,343 | $ 990,709 | $ (1,734,395) | $ 15,500,893 | $ (743,686) |
Common Class A [Member] | ||||||
Numerator: | ||||||
Allocation of net income | $ 9,806,840 | $ 792,567 | $ 12,400,714 | $ (599,554) | ||
Denominator: | ||||||
Weighted Average Number of Shares Outstanding, Basic | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | ||
Weighted Average Number of Shares Outstanding, Diluted | 23,000,000 | 23,000,000 | 23,000,000 | 23,000,000 | ||
Earnings Per Share, Basic | $ 0.43 | $ 0.03 | $ 0.54 | $ (0.03) | ||
Earnings Per Share, Diluted | $ 0.43 | $ 0.03 | $ 0.54 | $ (0.03) | ||
Common Class B [Member] | ||||||
Numerator: | ||||||
Allocation of net income | $ 2,451,710 | $ 198,142 | $ 3,100,179 | $ (144,132) | ||
Denominator: | ||||||
Weighted Average Number of Shares Outstanding, Basic | 5,750,000 | 5,750,000 | 5,750,000 | 5,529,167 | ||
Weighted Average Number of Shares Outstanding, Diluted | 5,750,000 | 5,750,000 | 5,750,000 | 5,529,167 | ||
Earnings Per Share, Basic | $ 0.43 | $ 0.03 | $ 0.54 | $ (0.03) | ||
Earnings Per Share, Diluted | $ 0.43 | $ 0.03 | $ 0.54 | $ (0.03) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
Feb. 23, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Payments to acquire trust preferred investments | $ 230,000,000 | $ 230,000,000 | |
Percentage of proceeds from share issuances | 60% | ||
Minimum [Member] | |||
Warrants, redemption price per share | $ 11.5 | ||
Common Class A [Member] | Merged Entity [Member] | |||
Business Combination at an issue price | $ 9.2 | ||
IPO | |||
Stock issued during period shares new issues | 23,000,000 | ||
Sale of stock issue price per share | $ 10 | ||
Over-Allotment Option [Member] | |||
Stock issued during period shares new issues | 3,000,000 | ||
Public Warrants [Member] | |||
Minimum lock in period required for warrant exercise from the date of business combination | 15 days | ||
Minimum lock in period required for warrant exercise from the date of IPO | 1 year | ||
Minimum period required for filing SEC registration statement from the date of business combination | 60 days | ||
Public Warrants [Member] | Share Trigger Price One [Member] | |||
Warrants, redemption price per share | $ 0.01 | ||
Minimum notice period for warrants redemption | 30 days | ||
Warrants redeemable, threshold consecutive trading days | 20 days | ||
Warrants redeemable, threshold trading days | 30 days | ||
Public Warrants [Member] | Share Trigger Price Two [Member] | |||
Warrants, redemption price per share | $ 0.1 | ||
Minimum notice period for warrants redemption | 30 days | ||
Public Warrants [Member] | Minimum [Member] | |||
Warrants exercise price adjustment percentage | 115% | ||
Public Warrants [Member] | Minimum [Member] | Share Trigger Price One [Member] | |||
Warrants exercise price adjustment percentage | 100% | ||
Public Warrants [Member] | Maximum [Member] | |||
Minimum lock in period required for warrant exercise from the date of business combination | 30 days | ||
Public Warrants [Member] | Maximum [Member] | Share Trigger Price One [Member] | |||
Warrants exercise price adjustment percentage | 180% | ||
Public Warrants [Member] | Common Class A [Member] | Share Trigger Price One [Member] | |||
Minimum share price required for redemption of warrants | $ 18 | ||
Public Warrants [Member] | Common Class A [Member] | Share Trigger Price Two [Member] | |||
Minimum share price required for redemption of warrants | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
Feb. 23, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Proceeds from issue of warrants | $ 7,000,000 | ||
Private Placement [Member] | |||
Stock issued during period shares new issues | 7,000,000 | ||
Class of warrants or rights issue price per warrant | $ 1 | ||
Proceeds from issue of warrants | $ 7,000,000 | ||
Maximum [Member] | Private Placement Warrants [Member] | |||
Minimum lock in period required for warrant exercise from the date of business combination | 30 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Feb. 23, 2021 | Jan. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 04, 2022 | Dec. 31, 2021 | Dec. 11, 2020 | |
Related Party Transaction [Line Items] | |||||||||
Administrative service fee | $ 155,850 | $ 142,500 | $ 311,700 | $ 285,289 | |||||
Due to Related Parties | $ 105,000 | $ 105,000 | |||||||
Over-Allotment Option [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock shares subject to forfeiture | 750,000 | ||||||||
Common Class B [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock shares issued during the period, Value | $ 25,000 | ||||||||
Debt instrument, face amount | $ 250,000 | ||||||||
Sponsor [Member] | Unsecured Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument, face amount | $ 150,000 | $ 150,000 | $ 500,000 | ||||||
Debt Instrument, Maturity Date | Jun. 30, 2022 | ||||||||
Sponsor [Member] | Over-Allotment Option [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock shares subject to forfeiture | 750,000 | ||||||||
Percentage of common stock shareholding | 20% | ||||||||
Sponsor [Member] | Share Price More Than Or Equals To USD Twelve [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share transfer, trigger price per share | $ 12 | $ 12 | |||||||
Number of consecutive trading days for determining share price | 20 days | ||||||||
Number of trading days for determining share price | 30 days | ||||||||
Threshold number of trading days for determining share price from date of business combination | 150 days | ||||||||
Sponsor [Member] | Common Class B [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock shares issued during the period, Shares | 5,750,000 | ||||||||
Sale of stock, Price per share | 0.0001 | $ 0.0001 | |||||||
Stock shares issued during the period, Value | $ 25,000 | ||||||||
Common stock, par value | $ 0.004 | $ 0.004 | |||||||
Working Capital Loan [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt Instrument, Convertible, Warrants issued | $ 1,500,000 | $ 1,500,000 | |||||||
Warrants issued price per warrant | $ 1 | $ 1 | |||||||
Due to Related Parties | $ 0 | $ 0 | $ 0 | ||||||
Administrative Service Fee [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expenses from Transactions with Related Party | $ 55,000 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements - Summary of Debt Securities Held to Maturity (Detail) - U.S. Treasury Securities [Member] | Dec. 31, 2021 USD ($) |
Schedule of Held-to-maturity Securities [Line Items] | |
Carrying Value/Amortized Cost | $ 230,054,674 |
Gross Unrealized Gains | 2,326 |
Gross Unrealized Losses | 0 |
Closing Balance of Fair Value | $ 230,057,000 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value (Detail) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Recurring Fair Value Measurements Assets | $ 230,055,287 | |
Liabilities: | ||
Recurring Fair Value Measurements Liability | $ 4,856,442 | 15,365,022 |
Quoted Prices In Active Markets (Level 1) [Member] | ||
Assets: | ||
Recurring Fair Value Measurements Assets | 230,055,287 | |
Liabilities: | ||
Recurring Fair Value Measurements Liability | 2,999,200 | 9,200,000 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Recurring Fair Value Measurements Assets | 0 | |
Liabilities: | ||
Recurring Fair Value Measurements Liability | 0 | 0 |
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Recurring Fair Value Measurements Assets | 0 | |
Liabilities: | ||
Recurring Fair Value Measurements Liability | 1,857,242 | 6,165,022 |
Warrant Liability [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Recurring Fair Value Measurements Liability | 2,999,200 | 9,200,000 |
Warrant Liability [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Recurring Fair Value Measurements Liability | 1,857,242 | 6,165,022 |
Warrant Liability [Member] | Quoted Prices In Active Markets (Level 1) [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Recurring Fair Value Measurements Liability | 2,999,200 | 9,200,000 |
Warrant Liability [Member] | Quoted Prices In Active Markets (Level 1) [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Recurring Fair Value Measurements Liability | 0 | 0 |
Warrant Liability [Member] | Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Recurring Fair Value Measurements Liability | 0 | 0 |
Warrant Liability [Member] | Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Recurring Fair Value Measurements Liability | 0 | 0 |
Warrant Liability [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Recurring Fair Value Measurements Liability | 0 | 0 |
Warrant Liability [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Recurring Fair Value Measurements Liability | 1,857,242 | 6,165,022 |
U.S. Treasury Securities held in Trust Account [Member] | ||
Assets: | ||
Recurring Fair Value Measurements Assets | 230,054,674 | |
U.S. Treasury Securities held in Trust Account [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Assets: | ||
Recurring Fair Value Measurements Assets | 230,054,674 | |
U.S. Treasury Securities held in Trust Account [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Recurring Fair Value Measurements Assets | 0 | |
U.S. Treasury Securities held in Trust Account [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Recurring Fair Value Measurements Assets | 0 | |
Money Market Funds [Member] | ||
Assets: | ||
Recurring Fair Value Measurements Assets | 230,390,952 | 613 |
Money Market Funds [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Assets: | ||
Recurring Fair Value Measurements Assets | 230,390,952 | 613 |
Money Market Funds [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Recurring Fair Value Measurements Assets | 0 | 0 |
Money Market Funds [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Recurring Fair Value Measurements Assets | $ 0 | $ 0 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Recurring Fair Value Measurements Liability | $ 4,856,442 | $ 15,365,022 |
Warrant Liability [Member] | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Recurring Fair Value Measurements Liability | 2,999,200 | $ 9,200,000 |
U.S. Treasury Securities held in Trust Account [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value/Amortized Cost | 230,054,674 | |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value/Amortized Cost | $ 613 | |
Common Class A [Member] | Public Warrants [Member] | Share Trigger Price One [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Minimum share price required for redemption of warrants | $ 18 |
Recurring Fair Value Measurem_6
Recurring Fair Value Measurements - Key inputs into the Monte Carlo Simulation Model for the Warrant Liability (Detail) | Jun. 30, 2022 yr $ / shares | Dec. 31, 2021 yr $ / shares |
Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | yr | 5.08 | 5.46 |
Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 3.2 | 14.2 |
Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 3.01 | 1.3 |
Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Ordinary share price | $ / shares | $ 9.88 | $ 9.86 |
Dividend yield [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Recurring Fair Value Measurem_7
Recurring Fair Value Measurements -Summary of Fair value of the Derivative Warrant Liabilities (Detail) - Warrants [Member] - USD ($) | 3 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value, Beginning balance | $ 4,170,502 | $ 6,165,022 | $ 16,951,881 | $ 0 |
Initial fair value of warrant liabilities upon issuance at IPO | 16,075,710 | |||
Transfer out of Level 3 to Level 1 | (9,315,564) | |||
Change in value | (2,313,260) | (1,994,520) | (1,237,424) | 876,171 |
Fair value, Ending balance | $ 1,857,242 | $ 4,170,502 | $ 6,398,893 | $ 16,951,881 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
May 19, 2022 | Feb. 23, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Payments for underwriting expense | $ 8,050,000 | $ 4,600,000 | ||||
Deferred underwriting commissions charged to additional paid-in capital | $ 8,050,000 | $ 8,050,000 | ||||
Gain (Loss) on Extinguishment of Debt | $ 8,050,000 | $ 0 | $ 8,050,000 | $ 0 | ||
IPO [Member] | ||||||
Underwriters over allotment option period | 45 days | |||||
Stock issued during period shares new issues | 23,000,000 | |||||
Payments for underwriting expense | $ 4,600,000 | |||||
Percentage of gross proceed of initial public offering | 3.50% | |||||
Over-Allotment Option [Member] | ||||||
Stock issued during period shares new issues | 3,000,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption - Summary Of Reconciliation Of Class A Ordinary Shares Reflected on The Balance Sheet (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | |||||
Gross proceeds from IPO | $ 225,400,000 | ||||
Class A ordinary shares issuance costs | $ (482,346) | ||||
Accretion of carrying value to redemption value | $ 390,952 | $ 22,522,448 | |||
Class A ordinary shares subject to possible redemption | 230,390,952 | $ 230,390,952 | $ 230,000,000 | ||
Common Class A [Member] | |||||
Temporary Equity [Line Items] | |||||
Gross proceeds from IPO | 230,000,000 | 230,000,000 | |||
Proceeds allocated to Public Warrants | (9,958,716) | (9,958,716) | |||
Class A ordinary shares issuance costs | (12,563,732) | (12,563,732) | |||
Accretion of carrying value to redemption value | 22,913,400 | 22,522,448 | |||
Class A ordinary shares subject to possible redemption | $ 230,390,952 | $ 230,390,952 | $ 230,000,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | 6 Months Ended | ||
Feb. 23, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Preferred shares authorized | 1,000,000 | 1,000,000 | |
Preferred shares par value | $ 0.0001 | ||
Preferred shares issued | 0 | 0 | |
Preferred shares outstanding | 0 | 0 | |
Common Class A [Member] | |||
Common shares authorized | 200,000,000 | 200,000,000 | |
Common shares par value | $ 0.0001 | ||
Common shares issued | 0 | 0 | |
Common shares outstanding | 0 | 0 | |
Common shares subject to possible redemption | 23,000,000 | 23,000,000 | |
Common Class B [Member] | |||
Common shares authorized | 20,000,000 | 20,000,000 | |
Common shares par value | $ 0.0001 | ||
Common shares issued | 5,750,000 | 5,750,000 | |
Common shares outstanding | 5,750,000 | 5,750,000 | |
Over-Allotment Option [Member] | Common Class B [Member] | |||
Ordinary shares were subject to forfeiture | 750,000 | 750,000 | |
Percentage of increase in ordinary shares outstanding | 20% | ||
Common stock, percentage of shares owns before options exercised | 20% |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - Subsequent Event [Member] - USD ($) | Aug. 03, 2022 | Aug. 02, 2022 |
Subsequent Event [Line Items] | ||
Stock Redeemed or Called During Period, Shares | 19,622,439 | |
Sponsor [Member] | ||
Subsequent Event [Line Items] | ||
Outstanding promissory note repaid | $ 150,000 |