Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001837393 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Independence Holdings Corp. | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | true | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Local Phone Number | 704-3000 | |
City Area Code | 212 | |
Entity Address, Postal Zip Code | 10172 | |
Entity Tax Identification Number | 98-1572684 | |
Entity Address, Address Line One | 277 Park Avenue | |
Entity Address, Address Line Two | 29th Floor | |
Entity Address, Address Line Three | Suite B | |
Entity Address, City or Town | New York | |
Entity File Number | 001-40178 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Address, State or Province | NY | |
Entity Incorporation, State or Country Code | E9 | |
Entity Ex Transition Period | 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 | ACQR | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 7,557,665 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,397,727 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant to acquire one Class A ordinary share | |
Trading Symbol | ACQRU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | ACQRW | |
Security Exchange Name | NASDAQ | |
Redeemable Warrant To Acquire One Class A Ordinary Share [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 42,033,243 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 1,091,772 | $ 1,260,014 |
Prepaid expenses | 704,965 | 817,751 |
Total current assets | 1,796,737 | 2,077,765 |
Investments held in Trust Account | 495,998,563 | 495,948,830 |
Total Assets | 497,795,300 | 498,026,595 |
Current liabilities: | ||
Accounts payable | 179,640 | 21,714 |
Accrued expenses | 23,703 | 70,000 |
Total current liabilities | 203,343 | 91,714 |
Deferred underwriting commissions | 17,356,818 | 17,356,818 |
Derivative warrant liabilities | 8,738,600 | 16,907,300 |
Total liabilities | 26,298,761 | 34,355,832 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption; 49,590,908 and -0- shares at $10.00 per share at redemption value at September 30, 2021 and December 31, 2020, respectively | 495,909,080 | 495,909,080 |
Shareholders' Equity: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding at September 30, 2021 and December 31, 2020 | ||
Additional paid-in capital | 0 | |
Accumulated deficit | (24,413,781) | (32,239,557) |
Total shareholders' equity (deficit) | (24,412,541) | (32,238,317) |
Total Liabilities, Class A Ordinary Shares Subject To Possible Redemption and Shareholders' Equity (Deficit) | 497,795,300 | 498,026,595 |
Common Class A [Member] | ||
Shareholders' Equity: | ||
Common stock | ||
Common Class B [Member] | ||
Shareholders' Equity: | ||
Common stock | $ 1,240 | $ 1,240 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Temporary equity shares outstanding | 495,909,080 | |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity shares outstanding | 49,590,908 | 49,590,908 |
Temporary equity redemption price per share | $ 10 | $ 10 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 49,590,908 | 49,590,908 |
Common stock shares outstanding | 49,590,908 | 49,590,908 |
Common Class A [Member] | Not Subject To Redemption [Member] | ||
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 12,397,727 | 12,397,727 |
Common stock shares outstanding | 12,397,727 | 12,397,727 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
General and administrative expenses | $ 362,657 | $ 100,230 |
Administrative expenses - related party | 30,000 | 7,419 |
Loss from operations | (392,657) | (107,649) |
Change in fair value of derivative warrant liabilities | 8,168,700 | 3,039,510 |
Financing costs - derivative warrant liabilities | 0 | (634,480) |
Interest income from investments held in Trust Account | 49,733 | 5,165 |
Net income | $ 7,825,776 | $ 2,302,546 |
Common Class A [Member] | ||
Basic and diluted weighted average shares outstanding | 49,590,908 | 11,571,212 |
Weighted average number of Class B ordinary shares - basic | 49,590,908 | 11,571,212 |
Weighted average number of Class B ordinary shares - diluted | 49,590,908 | 11,571,212 |
Basic and diluted net income (loss) per share | $ 0.13 | $ 0.10 |
Common Class B [Member] | ||
Weighted average number of Class B ordinary shares - basic | 12,397,727 | 11,213,384 |
Weighted average number of Class B ordinary shares - diluted | 12,397,727 | 12,397,727 |
Basic and diluted net income (loss) per share | $ 0.13 | $ 0.10 |
Condensed Statements of Changes
Condensed Statements of Changes In Shareholders' Deficit - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class A [Member] | Common Class A [Member]Common Stock [Member] | Common Class B [Member]Common Stock [Member] |
Beginning Balance at Dec. 31, 2020 | $ 9,070 | $ 23,749 | $ (15,930) | $ 0 | $ 1,251 | |
Beginning Balance , Shares at Dec. 31, 2020 | 0 | 12,506,250 | ||||
Excess of cash received over fair value of private placement warrants | 3,540,732 | 3,540,732 | ||||
Remeasurement of Class A ordinary shares subject to possible redemption | (38,349,497) | (3,564,481) | (34,785,016) | |||
Net income | 2,302,546 | 2,302,546 | ||||
Ending Balance at Mar. 31, 2021 | (32,497,149) | 0 | (32,498,400) | $ 0 | $ 1,251 | |
Ending Balance , Shares at Mar. 31, 2021 | 0 | 12,506,250 | ||||
Beginning Balance at Dec. 31, 2021 | (32,238,317) | 0 | (32,239,557) | $ 0 | $ 1,240 | |
Beginning Balance , Shares at Dec. 31, 2021 | 0 | 12,397,727 | ||||
Remeasurement of Class A ordinary shares subject to possible redemption | $ (38,349,497) | |||||
Net income | 7,825,776 | 7,825,776 | ||||
Ending Balance at Mar. 31, 2022 | $ (24,412,541) | $ 0 | $ (24,413,781) | $ 0 | $ 1,240 | |
Ending Balance , Shares at Mar. 31, 2022 | 0 | 12,397,727 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 7,825,776 | $ 2,302,546 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest income from investments held in Trust Account | (49,733) | (5,165) |
Change in fair value of derivative warrant liabilities | (8,168,700) | (3,039,510) |
Financing costs - derivative warrant liabilities | 0 | 634,480 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 112,786 | (1,403,798) |
Accounts payable | 157,926 | 102,496 |
Accrued expenses | (46,297) | 3,698 |
Net cash used in operating activities | (168,242) | (1,405,253) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | 0 | (495,909,080) |
Net cash used in investing activities | 0 | (495,909,080) |
Cash Flows from Financing Activities: | ||
Repayment of note payable to related party | 0 | (170,558) |
Proceeds received from initial public offering, gross | 0 | 495,909,080 |
Proceeds received from private placement | 0 | 13,618,182 |
Offering costs paid | 0 | (10,366,024) |
Net cash provided by financing -activities | 0 | 498,990,680 |
Net increase in cash | (168,242) | 1,676,347 |
Cash - beginning of the period | 1,260,014 | 0 |
Cash - end of the period | 1,091,772 | 1,676,347 |
Supplemental disclosure -of noncash investing and financing activities: | ||
Offering costs included in accrued expenses | 0 | 70,000 |
Offering costs paid by related party under promissory note | 0 | 129,005 |
Reversal of accrued expenses | 0 | 58,385 |
Outstanding accounts payable balance paid by related party under note payable | 0 | 37,500 |
Deferred underwriting commissions | $ 0 | $ 17,356,818 |
Description of Organization And
Description of Organization And Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization And Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Independence Holdings Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on December 7, 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 that the Company has not yet identified (herein referred to as “Initial Business Combination”). As of March 31, 2022, the Company had not yet commenced operations. All activity for the period from December 7, 2020 (inception) through March 31, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for an Initial Business Combination. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is Independence Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 8, 2021. On March 11, 2021, the Company consummated its Initial Public Offering of 49,590,908 units (each, a “Unit” and collectively, the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 6,090,908 additional Units to partially cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of approximately $495.9 million, and incurring offering costs of approximately $28.0 million, of which approximately $17.4 million was for deferred underwriting commissions and approximately $9.9 million of underwriting commission paid (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 9,078,788 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $13.6 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $495.9 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating an Initial Business Combination. The Company’s Initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the Initial Business Combination. However, the Company will only complete an Initial Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of an Initial Business Combination either (i) in connection with a general meeting called to approve the Initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of an Initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, expenses relating to the administration of the trust account and limited withdrawals for working capital). The per-share Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Initial Shareholders, executive officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete an Initial Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering, or March 11, 2023 (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 per-share The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete an Initial Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete an Initial Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete an Initial Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has 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 share due to reductions in the value of the trust assets, less taxes payable, expenses relating to the administration of the trust account and limited withdrawals for working capital, 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 Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Basis of Presentation And Summa
Basis of Presentation And Summary Of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation And Summary Of Significant Accounting Policies | NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 10 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K Liquidity and Going Concern As of March 31, 2022, the Company had approximately $1.1 million in its operating bank account and working capital of approximately $1.6 million. The Company’s liquidity needs to date have been satisfied through a payment of $25,000 from the Sponsor to pay for certain offering costs and expenses in exchange for issuance of the Founder Shares (as defined in Note 4), the loan under the Note (as defined in Note 4) of $300,000, and the net 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 an Initial Business Combination, the Company’s officers, directors and initial shareholders may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. There were no Working Capital Loans outstanding as of March 31, 2022 and December 31, 2021. Until consummation of the Company’s Business Combination, management intends to use the Company’s cash held outside the trust account, and, if necessary, Working Capital Loans from the Company’s officers and directors, and initial shareholders, for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company has until March 11, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. In connection with management’s assessment of going concern considerations, in accordance with FASB ASC Topic 205-40, Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. 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”). As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. At March 31, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside the Trust Account as of March 31, 2022 and December 31, 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815 “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 480 and ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement non-current Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating non-current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 49,590,908 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Share-based Compensation The transfer of the Founder Shares is in Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 18,996,970 shares of Class A ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events. The number of weighted average Class B ordinary shares for calculating basic net income (loss) per ordinary share was reduced for the effect of an aggregate of 1,631,250 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or part by the underwriters (see Note 5). Since the contingency was satisfied and there was a partial exercise, as of March 31, 2021, the Company included 1,522,727 of these shares in the weighted average number as of the beginning of the three-month period ended March 31, 2022, to determine the dilutive impact of these shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: Three Months Ended March 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income - basic $ 6,260,621 $ 1,565,155 $ 1,169,354 $ 1,133,192 Allocation of net income - diluted $ 6,260,621 $ 1,565,155 $ 1,111,574 $ 1,190,972 Denominator: Basic weighted average ordinary shares outstanding 49,590,908 12,397,727 11,571,212 11,213,384 Dilutive impact of securities — — — 1,184,343 Diluted weighted average ordinary shares outstanding 49,590,908 12,397,727 11,571,212 12,397,727 Basic and diluted net income per ordinary share $ 0.13 $ 0.13 $ 0.10 $ 0.10 Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for the company on January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING On March 11, 2021, the Company consummated its Initial Public Offering of 49,590,908 Units, including 6,090,908 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $495.9 million, and incurring offering costs of approximately $28.0 million, of which approximately $17.4 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one-fifth |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On December 11, 2020, the Sponsor paid an aggregate of $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 11,500,000 Class B ordinary shares (the “Founder Shares”). In March 2021, the Company issued to the initial shareholders an additional 1,006,250 Founder Shares, resulting in the Sponsor holding an aggregate of 12,506,250 Founder Shares. The holders of the Founder Shares agreed to forfeit up to an aggregate of 1,631,250 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units was not exercised in full by the underwriters, so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 9, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 6,090,908 Units; leaving only 108,523 Class B ordinary shares remain subject to forfeiture. On April 22, 2021, the underwriters’ over-allotment option expired, and the Sponsor forfeited 108,523 shares of Class B ordinary shares accordingly. On March 4, 2021, the Sponsor transferred 25,000 Founder Shares to each of the Company’s three independent directors, a total of 75,000 Founder Shares. The fair value of the 75,000 Founder shares granted to each independent directors was $187,500 each, or $7.50 per share, or $562,500 in the aggregate. The transfer of the Founder Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December 31, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the Initial Business Combination and (B) subsequent to the Initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 9,078,788 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $13.6 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Related Party Loans On December 7, 2020, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note was non-interest In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination, without interest, or, at the lenders’ discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Initial Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq until the earlier of the Company’s consummation of an Initial Business Combination or the Company’s liquidation, the Company agreed to pay affiliates of the Sponsor a total of $10,000 per month, in the aggregate, for office space, secretarial and administrative services provided to the Company. In addition, the Sponsor, executive officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket During the three months ended March 31, 2022 and 2021, the Company incurred approximately $30,000 and $7,000, respectively, in expenses for these services, which is included in administrative expenses-related party on the accompanying unaudited condensed statements of operations. As of March 31, 2022 and December 31, 2021, the Company had approximately $ -0- |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 5. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration and shareholder rights agreement signed simultaneously with the closing of the Initial Public Offering. 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 completion of the 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 The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $9.9 million in the aggregate, paid upon the closing of the Initial Public Offering. The underwriters are entitled to a deferred underwriting commission of $0.35 per unit, or approximately $17.4 million. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement. |
Derivative Warrant -Liabilities
Derivative Warrant -Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant -Liabilities | NOTE 6. DERIVATIVE WARRANT LIABILITIES As of March 31, 2022 and December 31, 2021, the Company had an aggregate of 18,996,970 warrants outstanding, comprised of 9,918,182 Public Warrants and 9,078,788 Private Warrants. Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the Initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, requires holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under the section below entitled “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under the section below entitled “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable 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 herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 “ 30 • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $ 18.00 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Redemption 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 • if, and only if, the closing price of Class A ordinary shares equals or exceeds $ 10.00 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading 18.00 The “fair market value” of Class A ordinary shares shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an Initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
ClassA Ordinary Shares Subject
ClassA Ordinary Shares Subject to Possible Redemption | 3 Months Ended |
Mar. 31, 2022 | |
Shares Subject To Mandatory Redemption Table [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | NOTE 7. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 ordinary shares with a par value of $0.0001 per share. Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. As of March 31, 2022 and December 31, 2021, there were 49,590,908 Class A ordinary shares outstanding, all of which were subject to possible redemption and are classified outside of permanent equity in the condensed balance sheets. Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table: Gross proceeds $ 495,909,080 Less: Proceeds allocated to public warrants (11,009,180 ) Class A ordinary share issuance costs (27,340,317 ) Plus: Accretion of carrying value to redemption value 38,349,497 Class A ordinary share subject to possible redemption $ 495,909,080 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Equity (Deficit) | NOTE 8. SHAREHOLDERS’ EQUITY (DEFICIT) Preference Shares— Class A Ordinary Shares— Class B Ordinary Shares— 12,506,250 Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders, except as required by law. Each ordinary share will have one vote on all such matters. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 by level within the fair value hierarchy: March 31, 2022 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account $ 495,998,563 $ — $ — Liabilities: Derivative warrant liabilities - Public $ 4,562,360 $ — $ — Derivative warrant liabilities - Private $ — $ 4,176,240 $ — December 31, 2021 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account $ 495,948,830 $ — $ — Liabilities: Derivative warrant liabilities - Public $ 8,827,180 $ — $ — Derivative warrant liabilities - Private $ — $ 8,080,120 $ — Level 1 assets include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Public Offering were initially measured at fair value using a Modified Monte Carlo simulation, and subsequently are based on the listed market price of such warrants, a Level 1 measurement since April 2021. The fair value of the Private Warrants were initially measured at fair value using a Modified Black Scholes method, and subsequently are based on the listed market price of Public Warrants. For the three months ended March 31, 2022 and 2021, the Company recognized gains of approximately $8.2 million and $3.0 million, respectively, related to the decrease in the fair value of the derivative warrant liabilities, which presented as change in the fair value of derivative warrant liabilities on the condensed statements of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, was determined using Level 3 inputs. Inherent in a Monte Carlo simulation and Modified Black Scholes method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate was based on the U.S. Treasury zero-coupon |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date up to the date the unaudited condensed financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements which have not previously been disclosed within the unaudited condensed financial statements. |
Basis of Presentation And Sum_2
Basis of Presentation And Summary Of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of Presentation The accompanying condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 10 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K |
Liquidity and Going Concern | Liquidity and Going Concern As of March 31, 2022, the Company had approximately $1.1 million in its operating bank account and working capital of approximately $1.6 million. The Company’s liquidity needs to date have been satisfied through a payment of $25,000 from the Sponsor to pay for certain offering costs and expenses in exchange for issuance of the Founder Shares (as defined in Note 4), the loan under the Note (as defined in Note 4) of $300,000, and the net 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 an Initial Business Combination, the Company’s officers, directors and initial shareholders may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. There were no Working Capital Loans outstanding as of March 31, 2022 and December 31, 2021. Until consummation of the Company’s Business Combination, management intends to use the Company’s cash held outside the trust account, and, if necessary, Working Capital Loans from the Company’s officers and directors, and initial shareholders, for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company has until March 11, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. In connection with management’s assessment of going concern considerations, in accordance with FASB ASC Topic 205-40, |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. |
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”). As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these 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. |
Concentration of credit risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. At March 31, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside the Trust Account as of March 31, 2022 and December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815 “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 480 and ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement non-current |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating non-current |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 49,590,908 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in |
Share-based compensation | Share-based Compensation The transfer of the Founder Shares is in |
Income taxes | Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 18,996,970 shares of Class A ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events. The number of weighted average Class B ordinary shares for calculating basic net income (loss) per ordinary share was reduced for the effect of an aggregate of 1,631,250 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or part by the underwriters (see Note 5). Since the contingency was satisfied and there was a partial exercise, as of March 31, 2021, the Company included 1,522,727 of these shares in the weighted average number as of the beginning of the three-month period ended March 31, 2022, to determine the dilutive impact of these shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: Three Months Ended March 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income - basic $ 6,260,621 $ 1,565,155 $ 1,169,354 $ 1,133,192 Allocation of net income - diluted $ 6,260,621 $ 1,565,155 $ 1,111,574 $ 1,190,972 Denominator: Basic weighted average ordinary shares outstanding 49,590,908 12,397,727 11,571,212 11,213,384 Dilutive impact of securities — — — 1,184,343 Diluted weighted average ordinary shares outstanding 49,590,908 12,397,727 11,571,212 12,397,727 Basic and diluted net income per ordinary share $ 0.13 $ 0.13 $ 0.10 $ 0.10 |
Recent accounting pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for the company on January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Basis of Presentation And Sum_3
Basis of Presentation And Summary Of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Earnings Per Share, Basic and Diluted | The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: Three Months Ended March 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income - basic $ 6,260,621 $ 1,565,155 $ 1,169,354 $ 1,133,192 Allocation of net income - diluted $ 6,260,621 $ 1,565,155 $ 1,111,574 $ 1,190,972 Denominator: Basic weighted average ordinary shares outstanding 49,590,908 12,397,727 11,571,212 11,213,384 Dilutive impact of securities — — — 1,184,343 Diluted weighted average ordinary shares outstanding 49,590,908 12,397,727 11,571,212 12,397,727 Basic and diluted net income per ordinary share $ 0.13 $ 0.13 $ 0.10 $ 0.10 |
ClassA Ordinary Shares Subjec_2
ClassA Ordinary Shares Subject to Possible Redemption (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Shares Subject To Mandatory Redemption Table [Abstract] | |
Summary of Class A ordinary shares subject to possible redemption | Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table: Gross proceeds $ 495,909,080 Less: Proceeds allocated to public warrants (11,009,180 ) Class A ordinary share issuance costs (27,340,317 ) Plus: Accretion of carrying value to redemption value 38,349,497 Class A ordinary share subject to possible redemption $ 495,909,080 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value, Assets Measured on Recurring Basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 by level within the fair value hierarchy: March 31, 2022 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account $ 495,998,563 $ — $ — Liabilities: Derivative warrant liabilities - Public $ 4,562,360 $ — $ — Derivative warrant liabilities - Private $ — $ 4,176,240 $ — December 31, 2021 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account $ 495,948,830 $ — $ — Liabilities: Derivative warrant liabilities - Public $ 8,827,180 $ — $ — Derivative warrant liabilities - Private $ — $ 8,080,120 $ — |
Description of Organization A_2
Description of Organization And Going -Concern - Additional Information (Detail) - USD ($) | Mar. 11, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Date of incorporation | Dec. 7, 2020 | ||||
Sale of stock issue price per share | $ 10 | ||||
Adjustment to additional paid in capital stock issuance costs | $ 28,000,000 | ||||
Deferred underwriting commissions | $ 17,356,818 | $ 17,356,818 | |||
Proceeds from initial public offering | 495,900,000 | 0 | $ 495,909,080 | ||
Proceeds from Issuance of Warrants | 13,600,000 | 0 | 13,618,182 | ||
Payments to Acquire Restricted Investments | $ 495,900,000 | 0 | $ 495,909,080 | ||
Restricted Investment Value Per Share | $ 10 | ||||
Term Of Restricted Investments | 185 days | ||||
Minimum Net Worth Required for Compliance | $ 5,000,001 | ||||
Per Share Amount To Be Maintained In The Trust Account | 10.00% | ||||
Percentage Of Public Shares To Be Redeemed In Case Business Consummation Does Not Occur | 100.00% | ||||
Period Within Which Business Combination Must Be Completed From The Date Of Closure Of Initial Public Offering | 24 months | ||||
Period Within Which The Public Shares Shall Be Redeemed | 10 days | ||||
Expenses payable on liquidation | $ 100,000 | ||||
Underwriting Discount Value | $ 9,900,000 | ||||
Common Class A [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Sale of stock issue price per share | $ 9.20 | ||||
Percentage Of Public Shares Eligible To Be Transferred Or Redeemed Without Any Restriction | 15.00% | ||||
Maximum [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Per Share Amount To Be Maintained In The Trust Account | 10.00% | ||||
Minimum [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Acquires Assets As A Percentage Of Net Market Value Of Assets Held In Trust Account | 80.00% | ||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||
Per Share Amount To Be Maintained In The Trust Account | 10.00% | ||||
Private Placement Warrants [member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Class Of Warrants Or Rights Warrants Issued During The Period | 9,078,788 | ||||
Class Of Warrants Or Rights Warrants Issue Price Per Unit | $ 1.50 | $ 1.50 | |||
Proceeds from Issuance of Warrants | $ 13,600,000 | ||||
IPO [member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Adjustment to additional paid in capital stock issuance costs | $ 28,000,000 | ||||
Deferred underwriting commissions | $ 17,400,000 | ||||
Stock shares issued during the period new issues | 49,590,908 | ||||
Over-Allotment Option [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock shares issued during the period new issues | 6,090,908 |
Basis of Presentation And Sum_4
Basis of Presentation And Summary Of Significant Accounting Policies - Summary of Earnings Per Share, Basic and Diluted (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income - basic | $ 6,260,621 | $ 1,169,354 |
Allocation of net income - diluted | $ 6,260,621 | $ 1,111,574 |
Denominator: | ||
Basic weighted average ordinary shares outstanding | 49,590,908 | 11,571,212 |
Diluted weighted average ordinary shares outstanding | 49,590,908 | 11,571,212 |
Basic and diluted net income per ordinary share | $ 0.13 | $ 0.10 |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income - basic | $ 1,565,155 | $ 1,133,192 |
Allocation of net income - diluted | $ 1,565,155 | $ 1,190,972 |
Denominator: | ||
Basic weighted average ordinary shares outstanding | 12,397,727 | 11,213,384 |
Dilutive impact of securities | 1,184,343 | |
Diluted weighted average ordinary shares outstanding | 12,397,727 | 12,397,727 |
Basic and diluted net income per ordinary share | $ 0.13 | $ 0.10 |
Basis of Presentation And Sum_5
Basis of Presentation And Summary Of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Line Items] | ||||
Temporary equity shares outstanding | 495,909,080 | |||
Unrecognized tax benefits | $ 0 | |||
Accrued interest and penalties on unrecognized tax benefits | 0 | |||
Cash and cash equivalents | 1,091,772 | $ 1,260,014 | $ 1,676,347 | $ 0 |
Cash | 1,100,000 | |||
Working Capital | 1,600,000 | |||
Working Capital Loan, Outstanding | 0 | 0 | ||
Sponsor [Member] | ||||
Accounting Policies [Line Items] | ||||
Proceeds from related party to meet expense | 25,000 | |||
Proceeds from related party debt | $ 300,000 | |||
Founder shares [Member] | Independent directors [Member] | ||||
Accounting Policies [Line Items] | ||||
Shares issued, price per share | $ 7.50 | |||
Working Capital Loan [Member] | Sponsor [Member] | ||||
Accounting Policies [Line Items] | ||||
Working capital loans convertible into equity warrants value | $ 1,500,000 | |||
Debt Instrument, Convertible, Conversion Price | $ 1.50 | |||
Cash [Member] | ||||
Accounting Policies [Line Items] | ||||
Cash and cash equivalents | $ 0 | $ 0 | ||
Common Stock Subject to Mandatory Redemption [Member] | ||||
Accounting Policies [Line Items] | ||||
Temporary equity shares outstanding | 49,590,908 | 49,590,908 | ||
Warrant [Member] | ||||
Accounting Policies [Line Items] | ||||
Antidilutive securities excluded from the computation of earnings per share | 18,996,970 | |||
Minimum [Member] | ||||
Accounting Policies [Line Items] | ||||
Cash insured with federal deposit insurance corporation | $ 250,000 | |||
Common Class B [Member] | ||||
Accounting Policies [Line Items] | ||||
Antidilutive securities excluded from the computation of earnings per share | 1,522,727 | |||
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation | 1,631,250 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Mar. 11, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Initial Public Offering [Line Items] | ||||
Sale of stock issue price per share | $ 10 | |||
Proceeds from initial public offering | $ 495,900,000 | $ 0 | $ 495,909,080 | |
Adjustment to additional paid in capital stock issuance costs | $ 28,000,000 | |||
Deferred underwriting commissions | $ 17,356,818 | $ 17,356,818 | ||
Class of warrant or rights number of shares covered by each warrant or right | 1 | |||
Class of warrants or rights exercise price | $ 11.50 | |||
IPO [member] | ||||
Initial Public Offering [Line Items] | ||||
Stock shares issued during the period shares | 49,590,908 | |||
Adjustment to additional paid in capital stock issuance costs | $ 28,000,000 | |||
Deferred underwriting commissions | $ 17,400,000 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering [Line Items] | ||||
Stock shares issued during the period shares | 6,090,908 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Apr. 22, 2021 | Mar. 11, 2021 | Mar. 09, 2021 | Mar. 04, 2021 | Dec. 11, 2020 | Dec. 07, 2020 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | May 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | |||||||||||
Stock issued during the period shares share based compensation forfeited | 0 | ||||||||||
Proceeds from warrant issue | $ 13,600,000 | $ 0 | $ 13,618,182 | ||||||||
Class of warrants or rights exercise price | $ 11.50 | ||||||||||
Related party transaction administration expenses incurred | $ 30,000 | $ 7,419 | |||||||||
Accounts payable, related parties | $ 0 | $ 7,000 | |||||||||
Over-Allotment Option [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock shares issued during the period new issues shares | 6,090,908 | ||||||||||
Private Placement Warrants [member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Class of warrants or rights warrants issued during the period units | 9,078,788 | ||||||||||
Class of warrants or rights warrants issue price per unit | $ 1.50 | $ 1.50 | |||||||||
Proceeds from warrant issue | $ 13,600,000 | ||||||||||
Class of warrants or rights exercise price | $ 11.50 | ||||||||||
Class of warrants or right lock in period | 30 days | ||||||||||
Common Class B [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock shares issued during the period for services value | $ 25,000 | ||||||||||
Stock shares issued during the period for services shares | 11,500,000 | 1,006,250 | |||||||||
Common stock shares outstanding | 12,397,727 | 12,506,250 | 12,397,727 | 12,506,250 | 12,397,727 | ||||||
Stock issued during the period shares share based compensation forfeited | 108,523 | 108,523 | |||||||||
Issued and outstanding shares, percentage | 20.00% | ||||||||||
Common Class B [Member] | Over-Allotment Option [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock shares issued during the period new issues shares | 6,090,908 | ||||||||||
Founder [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during the period shares share based compensation forfeited | 1,631,250 | ||||||||||
Share price | $ 12 | ||||||||||
Lock in period of shares | 1 year | ||||||||||
Number of specific trading days for determining the share price | 20 days | ||||||||||
Total number of trading days for determining the share price | 30 days | ||||||||||
Waiting time after which the share price is considered | 150 days | ||||||||||
Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Proceeds from related party debt | $ 300,000 | ||||||||||
Related party transaction administrative fees payable per month | 10,000 | ||||||||||
Sponsor [Member] | Working Capital Loan [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Working capital loans convertible into equity warrants value | $ 1,500,000 | ||||||||||
Debt instrument conversion price per share | $ 1.50 | ||||||||||
Working capital loans outstanding | $ 0 | $ 0 | |||||||||
Sponsor [Member] | Related Party Loan [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument face value | $ 300,000 | ||||||||||
Proceeds from related party debt | $ 171,000 | ||||||||||
Sponsor [Member] | Common Class B [Member] | Maximum [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Issued and outstanding shares, percentage | 20.00% | ||||||||||
Three Independent Directors [Member] | Founder shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock shares issued during the period for services shares | 75,000 | ||||||||||
Stock shares issued during the period new issues shares | 25,000 | ||||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 75,000 | ||||||||||
Independent directors [Member] | Founder shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock shares issued during the period for services value | $ 562,500 | ||||||||||
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ 187,500 | ||||||||||
Shares issued, price per share | $ 7.50 | ||||||||||
Share-based payment arrangement, expense | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 09, 2021 | |
Underwriting discount per share | $ 0.20 | |
Underwriting discount value | $ 9.9 | |
Deferred underwriting commission per share | $ 0.35 | |
Deferred underwriting commission value | $ 17.4 | |
IPO [member] | ||
Additional number of shares purchased | 6,525,000 | |
Over-Allotment Option [Member] | ||
Additional number of shares purchased | 6,090,908 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares | 3 Months Ended | |||
Mar. 31, 2022 | May 31, 2022 | Dec. 31, 2021 | Mar. 11, 2021 | |
Class of Warrant or Right [Line Items] | ||||
Class of warrants or rights exercise price | $ 11.50 | |||
Sale of stock issue price per share | $ 10 | |||
Percent of gross proceeds to total equity proceeds | 60.00% | |||
Warrants outstanding | 18,996,970 | 18,996,970 | ||
Public Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding | 9,918,182 | 9,918,182 | ||
Private Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding | 9,078,788 | 9,078,788 | ||
Redemption trigger price one [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of the warrants adjusted to market value one | 115.00% | |||
Redemption trigger price | $ 18 | |||
Redemption of warrants threshold price | $ 18 | $ 18 | ||
Class of warrants redemption price per unit | 0.01 | |||
Class of warrants redemption notice period | 20 days | |||
Number of trading days for determining volume weighted average share price | 30 days | |||
Redemption trigger price two [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of the warrants adjusted to market value one | 180.00% | |||
Redemption trigger price | $ 10 | |||
Redemption of warrants threshold price | $ 10 | 10 | ||
Class of warrants redemption price per unit | $ 0.10 | |||
Class of warrants redemption notice period | 20 days | |||
Number of trading days for determining volume weighted average share price | 30 days | |||
Common Class A [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Sale of stock issue price per share | $ 9.20 | |||
Weighted average price notice of redemption warrants | 10 days | |||
Redemption feature of ordinary shares per warrant | 0.361 |
ClassA Ordinary Shares Subjec_3
ClassA Ordinary Shares Subject to Possible Redemption - Additional Information (Detail) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Temporary equity shares outstanding | 495,909,080 | |
Common Class A [Member] | ||
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock per share | $ 0.0001 | $ 0.0001 |
Temporary equity shares outstanding | 49,590,908 | 49,590,908 |
ClassA Ordinary Shares Subjec_4
ClassA Ordinary Shares Subject to Possible Redemption - Summary of ClassA ordinary shares subject to Possible Redemption (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Proceeds allocated to public warrants | $ (11,009,180) | ||
Class A ordinary share issuance costs | $ 0 | $ (10,366,024) | |
Accretion of carrying value to redemption value | $ 38,349,497 | ||
Class A ordinary share subject to possible redemption | 495,909,080 | ||
Common Class A [Member] | |||
Business Acquisition [Line Items] | |||
Gross proceeds | $ 495,909,080 | ||
Class A ordinary share issuance costs | (27,340,317) | ||
Accretion of carrying value to redemption value | $ 38,349,497 | ||
Class A ordinary share subject to possible redemption | 49,590,908 | 49,590,908 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) - Additional Information (Detail) - $ / shares | Apr. 22, 2021 | Mar. 11, 2021 | Mar. 09, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 11, 2020 |
Class of Stock [Line Items] | |||||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |||||
Preferred stock shares issued | 0 | 0 | |||||
Preferred stock shares outstanding | 0 | 0 | |||||
Stock issued during the period shares share based compensation forfeited | 0 | ||||||
Over-Allotment Option [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock shares issued during the period shares | 6,090,908 | ||||||
Common Class A [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||
Common stock shares authorized | 500,000,000 | 500,000,000 | |||||
Common stock shares issued | 49,590,908 | 49,590,908 | |||||
Common stock shares outstanding | 49,590,908 | 49,590,908 | |||||
Common Class B [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||
Common stock shares authorized | 50,000,000 | 50,000,000 | |||||
Common stock shares issued | 12,397,727 | 12,397,727 | 12,506,250 | ||||
Common stock shares outstanding | 12,397,727 | 12,397,727 | 12,397,727 | 12,506,250 | |||
Issued and outstanding shares, percentage | 20.00% | ||||||
Stock issued during the period shares share based compensation forfeited | 108,523 | 108,523 | |||||
Founder shares will converted basis | 20.00% | ||||||
Common Class B [Member] | Over-Allotment Option [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock shares issued during the period shares | 6,090,908 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value, Assets Measured on Recurring Basis (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Investments held in Trust Account | $ 495,998,563 | $ 495,948,830 |
Level 1 [Member] | Fair Value, Recurring [Member] | ||
Assets: | ||
Investments held in Trust Account | 495,998,563 | 495,948,830 |
Level 1 [Member] | Public Warrants [Member] | Fair Value, Recurring [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 4,562,360 | 8,827,180 |
Level 1 [Member] | Private Warrants [Member] | Fair Value, Recurring [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | ||
Level 2 [Member] | Fair Value, Recurring [Member] | ||
Assets: | ||
Investments held in Trust Account | ||
Level 2 [Member] | Public Warrants [Member] | Fair Value, Recurring [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | ||
Level 2 [Member] | Private Warrants [Member] | Fair Value, Recurring [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 4,176,240 | 8,080,120 |
Level 3 [Member] | Fair Value, Recurring [Member] | ||
Assets: | ||
Investments held in Trust Account | ||
Level 3 [Member] | Private Warrants [Member] | Fair Value, Recurring [Member] | ||
Liabilities: | ||
Derivative warrant liabilities |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Decrease in derivative warrant liabilities | $ 8.2 | $ 3 |