Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 001-40421 | ||
Entity Registrant Name | ARIES I ACQUISITION CORPORATION | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 98-1578649 | ||
Entity Address, Address Line One | 90 N. Church Street | ||
Entity Address, Address Line Two | P.O. Box 10315 | ||
Entity Address, City or Town | Grand Cayman | ||
Entity Address, Country | KY | ||
Entity Address, Postal Zip Code | 1003 | ||
City Area Code | 630 | ||
Local Phone Number | 386-5288 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 144,468,750 | ||
Entity Central Index Key | 0001841867 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Transition Report | true | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | New York, NY | ||
Units, each consisting of Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant | ||
Trading Symbol | RAMMU | ||
Security Exchange Name | NASDAQ | ||
Class A ordinary shares | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Trading Symbol | RAM | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 14,375,000 | ||
Redeemable Warrants Exercisable For Class Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | ||
Trading Symbol | RAMMW | ||
Security Exchange Name | NASDAQ | ||
Class B ordinary shares | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 3,593,750 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2021USD ($) |
Current assets: | |
Cash | $ 256,252 |
Prepaid expenses | 152,877 |
Total current assets | 409,129 |
Investments held in Trust Account | 145,193,306 |
Total Assets | 145,602,435 |
Current liabilities: | |
Accounts payable and accrued expenses | 583,656 |
Total current liabilities | 583,656 |
Warrant liabilities | 8,850,688 |
Deferred underwriting fee payable | 6,468,750 |
Total Liabilities | 15,903,094 |
Commitments (Note 7) | |
Class A ordinary shares subject to possible redemption, 14,375,000 shares at redemption value | 143,755,806 |
Shareholders' Deficit | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Accumulated deficit | (14,056,824) |
Total Shareholders' Deficit | (14,056,465) |
Total Liabilities and Shareholders' Deficit | 145,602,435 |
Class B ordinary shares | |
Shareholders' Deficit | |
Common stock | $ 359 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A ordinary shares | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 479,000,000 |
Common shares, shares issued | 14,375,000 |
Common shares, shares outstanding | 0 |
Class A ordinary shares subject to possible redemption | |
Class A ordinary shares subject to possible redemption (in shares) | 14,375,000 |
Class B ordinary shares | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 20,000,000 |
Common shares, shares issued | 3,593,750 |
Common shares, shares outstanding | 3,593,750 |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Operating and formation costs | $ 1,964,312 |
Expensed offering costs | 370,413 |
Loss from operations | (2,334,725) |
Interest income on Trust Account | 5,806 |
Change in fair value of warrant liabilities | 1,834,250 |
Net income | (494,669) |
Class A ordinary shares | |
Net income | $ (355,717) |
Basic weighted average shares outstanding | shares | 9,200,000 |
Diluted weighted average shares outstanding | shares | 9,200,000 |
Basic net income per share | $ / shares | $ (0.04) |
Diluted net income per share | $ / shares | $ (0.04) |
Class A ordinary shares subject to possible redemption | |
Basic weighted average shares outstanding | shares | 9,200,000 |
Diluted weighted average shares outstanding | shares | 9,200,000 |
Basic net income per share | $ / shares | $ (0.04) |
Diluted net income per share | $ / shares | $ (0.04) |
Class B ordinary shares | |
Net income | $ (138,952) |
Basic weighted average shares outstanding | shares | 3,593,750 |
Diluted weighted average shares outstanding | shares | 3,593,750 |
Basic net income per share | $ / shares | $ (0.04) |
Diluted net income per share | $ / shares | $ (0.04) |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - 12 months ended Dec. 31, 2021 - USD ($) | Class A ordinary sharesCommon Stock | Class A ordinary shares | Class B ordinary sharesCommon Stock | Class B ordinary shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Jan. 14, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Balance at the beginning (in shares) at Jan. 14, 2021 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of Class B ordinary shares to Sponsor | $ 359 | 24,641 | 25,000 | ||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 3,593,750 | ||||||
Fair value of Founders Shares transferred to Anchor Investors | 1,369,500 | 1,369,500 | |||||
Excess of cash received over fair value of Private Placement Warrants | 311,937 | 311,937 | |||||
Remeasurement of Class A ordinary shares to redemption amount | $ (1,706,078) | (13,562,155) | (15,268,233) | ||||
Net income | $ (355,717) | $ (138,952) | (494,559) | (494,669) | |||
Balance at the end at Dec. 31, 2021 | $ 359 | $ (14,056,824) | $ (14,056,465) | ||||
Balance at the end (in shares) at Dec. 31, 2021 | 3,593,750 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ (494,669) |
Adjustments to reconcile net income to net cash used in operating activities: | |
Expensed offering costs | 370,414 |
Interest income on Trust Account | (5,806) |
Change in fair value of warrant liabilities | (1,834,250) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (152,877) |
Accounts payable and accrued expenses | 583,656 |
Net cash used in operating activities | (1,533,532) |
Cash Flows from Investing Activities: | |
Cash deposited into Trust Account | (145,187,500) |
Net cash used in investing activities | (145,187,500) |
Cash Flows from Financing Activities: | |
Proceeds from promissory note - related party | 129,886 |
Repayment of promissory note - related party | (129,886) |
Proceeds from initial public offering, net of underwriter's discount paid | 143,031,250 |
Proceeds from sale of Private Placement Warrants | 4,456,250 |
Payment of offering costs | (510,216) |
Net cash provided by financing activities | 146,977,284 |
Net Change in Cash | 256,252 |
Cash - Beginning of Period | 0 |
Cash - End of Period | 256,252 |
Supplemental disclosures of non-cash investing and financing activities: | |
Deferred underwriting fee payable | 6,468,750 |
Accretion of Class A ordinary shares subject to redemption to redemption value | 15,268,233 |
Fair value of Founders Shares transferred to Anchor Investors | 1,369,500 |
Offering costs in exchange for Class B ordinary shares | $ 359 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Aries I Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on January 15, 2021. The Company was formed for the purpose of effecting into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from January 15, 2021 (inception) through December 31, 2021 relates to the Company's formation and the initial public offering ("Initial Public Offering"), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Initial Public Offering was declared effective on May 18, 2021. On May 21, 2021, the Company consummated the Initial Public Offering of 14,375,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), including 1,875,000 Units that were issued pursuant to the underwrites' exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $143,750,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,456,250 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Aries Acquisition Partners, Ltd. (the “Sponsor”), generating gross proceeds of $4,456,250, which is described in Note 4. Following the closing of the Initial Public Offering on May 21, 2021, an amount of $146,768,750 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and were invested only in U.S. government securities with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury bills, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. Transaction costs related to the issuances described above amounted to $11,248,466, consisting of $2,875,000 of cash underwriting fees, $6,468,750 of deferred underwriting fees, $1,369,500 of anchor investor offering costs and $535,216 of other costs. The Company was reimbursed $2,156,250 by the underwriters for such transaction costs. In addition, at December 31, 2021, $256,252 of cash was held outside of the Trust Account and is available for working capital purposes. The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a 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 ($10.10 per Public 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). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Second Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive (a) redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of an initial Business Combination, (b) redemption rights with respect to any Founder Shares and Public Shares held by it in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within 12 months (or up to 18 months if the Company extends the period of time to consummate a business combination) from the closing of the Initial Public Offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity and (c) rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete an initial Business Combination within 12 months from the closing of the Initial Public Offering or during any extension period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete an initial Business Combination 12 months (or up to 18 months if the Company extends the period of time to consummate a business combination) from the closing of the Initial Public Offering. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period (as defined below). The Company will have until May 21, 2022, or until November 21, 2022 if extended, to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party 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) $10.10 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 $10.10 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, 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. Business Combination Agreement On December 13, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Aries, Aries I Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Aries (“Merger Sub”), and Infinite Assets, Inc., a Delaware corporation (“Infinite”). In accordance with the terms and subject to the conditions of the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), each issued and outstanding share of common stock of Infinite will automatically be converted into a number of shares of Class A common stock of New Infinite (as defined below) equal to an exchange ratio (the “Exchange Ratio”) determined by dividing (A) the quotient of (x) $525,000,000 divided by (y) the number of shares of Class A common stock of Infinite outstanding immediately prior to the Closing (after giving effect to the conversion of certain outstanding promissory notes) by (B) $10.00 per share (the “Merger Consideration”). In addition, the holders of Class A common stock of Infinite immediately prior to the Closing will have the right to receive a pro-rata share of up to 50,000,000 additional shares of New Infinite Class A common stock upon the occurrence of each of certain earn-out triggering events, as follows: (i) 10,000,000 shares (the “$15.00 Earn Out Shares”) upon the date on which the volume weighted average closing sale price of one share of the Class A common stock of New Infinite as reported on Nasdaq over any twenty Going Concern As of December 31, 2021, the Company had $256,252 in cash held outside of the Trust Account and working capital deficit of $174,527. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company's ability to continue as a going concern for the earlier of the consummation of a Business Combination or one year from this filing. Management plans to address this uncertainty through the Business Combination as discussed above. There is no assurance that the Company's plans to consummate the Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the accompanying financial statements and such financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. 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. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. Investments Held in Trust Account As of December 31, 2021, the assets held in the Trust Account were held in money market funds, which were invested in U.S. Treasury securities. Class A Ordinary Shares Subject to Possible Redemption All of the 14,375,000 shares of Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Allocated fair value of proceeds $ 137,209,375 Less: Issuance costs allocated to Class A ordinary shares (8,721,802) Plus: Accretion of carrying value to redemption value 15,268,233 Class A ordinary shares subject to possible redemption $ 143,755,806 Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The initial fair value of the Public Warrants was estimated using a Modified Monte Carlo simulation approach and the fair value of the Private Placement Warrants was estimated using a Modified Black-Scholes model (see Note 9). Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering The Company was reimbursed $2,156,250 by the underwriters for offering costs associated with the Initial Public Offering. The Company recorded $2,000,569 of the reimbursement as a reduction of offering costs recorded to equity and $155,681 of the reimbursement as a reduction to expense. As such, net offering costs recorded to equity amounted to $8,721,802 and net expensed offering costs amounted to $370,414. Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in an interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statement. Since the Company was incorporated on February 5, 2021, the evaluation was performed for the upcoming 2021 tax year which will be the only period subject to examination. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. Net Loss Per Ordinary Share Net loss per common share is computed by dividing net loss by the weighted-average number of shares of ordinary shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, Class A and Class B ordinary shares are presented as one class of shares in calculating net loss per share. As a result, the calculated net loss per share is the same for Class A and Class B shares of ordinary shares. At December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the period from January 15, 2021 (inception) through December 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (355,717) $ (138,952) Denominator: Basic and diluted weighted average shares outstanding 9,200,000 3,593,750 Basic and diluted net loss per share $ (0.04) $ (0.04) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for cash, prepaid expenses, and accounts payable and accrued expenses approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 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 financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2021 | |
INITIAL PUBLIC OFFERING. | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 14,375,000 Units, which includes 1,875,000 Units that were issued pursuant to the underwriters' exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $143,750,000. Each Unit consisted of one Class A ordinary share, $0.0001 par value, and one-half of one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2021 | |
PRIVATE PLACEMENT. | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,456,250 warrants at a price of $1.00 per Private Placement Warrant (for an aggregate purchase price of $4,456,250). Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 26, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 5,031,250 Class B ordinary shares (the “Founder Shares”). In April 2021, the Sponsor forfeited for no consideration 1,437,500 Founder Shares. The remaining outstanding Founder Shares included an aggregate of up to 468,750 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). The over-allotment option was exercised in full on May 21, 2021; thus, these shares are no longer subject to forfeiture. The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) one year after the completion of a initial Business Combination and (ii) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction after an initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after an initial Business Combination or (2) the Company consummates a transaction after an initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. A total of eleven anchor investors purchased Units in the Initial Public Offering at the offering price of $10.00 per Unit. Pursuant to such Units, the anchor investors have not been granted any shareholder or other rights in addition to those afforded to the Company’s other public shareholders. Each anchor investor has entered into separate a subscription agreement (the “Subscription Agreements”) with the Sponsor pursuant to which each anchor investor agreed to purchase a specified amount of shares of the Sponsor (the “Sponsor Shares”). The Company estimated the fair value of the Sponsor Shares purchased by the anchor investors to be $1,369,500 or $2.49 per share. The excess of the fair value of the Sponsor Shares sold over the purchase price was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities were expensed immediately in the statement of operations. Offering costs allocated to the Public Shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. Promissory Note — Related Party On January 20, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate of $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and was payable on the earlier of December 31, 2021 or the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $129,886 was repaid on June 7, 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the initial shareholders or an affiliate of the initial shareholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from Trust Account would be used for such repayment. 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. Up to $1,500,000 of such loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. Forward Purchase Agreement On May 18, 2021, the Company entered into a forward purchase agreement with Terra Carta Partners, LLC (“Terra Carta Partners”), which is affiliated with the Sponsor, pursuant to which Terra Carta Partners has agreed to purchase up to $50,000,000 of forward purchase shares (the “forward purchase shares”). Each forward purchase share will consist of one Class A ordinary share and will be sold at a purchase price of $10.00 per share in a private placement concurrently with the closing of the initial Business Combination. The obligations of Terra Carta Partners under the forward purchase agreement do not depend on whether any Class A ordinary shares held by public shareholders are redeemed by the Company and the amount of forward purchase shares sold pursuant to the forward purchase agreement will be subject to Terra Carta Partners’ sole discretion. The forward purchase shares will generally be identical to the Class A ordinary shares included in the Units sold in the Public Offering, except that they will be entitled to certain registration rights, as described in Note 6. |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans) will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date 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 register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a 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 The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $2,875,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.45 per unit, or $6,468,750 in the aggregate will be payable to the underwriters for deferred underwriting commissions. 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 a Business Combination, subject to the terms of the underwriting agreement. Sponsor Loan Commitment On November 15, 2021, the Company received a commitment from the Sponsor. The commitment provides for loans from the Sponsor to fund the Company’s working capital requirements. The Company may receive loans up to an aggregate of $600,000. The commitment will continue until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation. Contingent Fees During 2021, the Company incurred legal fees in connection with its prospective initial business combination. A portion of the fees in connected with the services rendered as of December 31, 2021 were contingent upon the closing of a business combination and therefore included in accounts payable and accrued expenses on the accompanying balance sheet. As of December 31, 2021, these fees were $455,169. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
WARRANTS. | |
WARRANTS | NOTE 7. WARRANTS Public Warrants may only be exercised for a whole number of Class A ordinary shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than fifteen sixtieth Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 . ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 . ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within the 30- trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The value of the Company’s Class A ordinary shares shall mean the volume-weighted average price of the Class A ordinary shares as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). 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 an initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above under “—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 above under “—Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants included in the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable, or salable until 30 days after the completion of an initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. At December 31, 2021, there were 7,187,500 Public Warrants and 4,456,250 Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments require that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to their fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities will be adjusted to current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
SHAREHOLDERS' EQUITY | |
SHAREHOLDERS' EQUITY | NOTE 8. SHAREHOLDERS’ EQUITY Preference shares outstanding Class A ordinary shares Class B ordinary shares outstanding Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. However, only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of an initial Business Combination, meaning that holders of Class A ordinary shares will not have the right to appoint any directors until after the completion of an initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of an initial Business Combination on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity- linked securities are issued or deemed issued in connection with an initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENT | |
FAIR VALUE MEASUREMENT | NOTE 9. FAIR VALUE MEASUREMENT The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Amount at Description Fair Value Level 1 Level 2 Level 3 December 31, 2021 Assets U.S. Treasury Securities $ 145,193,306 $ 145,193,306 $ — $ — Liabilities Warrant liability - Public Warrants $ 5,463,938 $ 5,463,938 $ — $ — Warrant liability - Private Placement Warrants $ 3,386,750 $ — $ — $ 3,386,750 The Company utilized a Modified Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker RAMMW. The quoted price of the Public Warrants was $0.76 per warrant as of December 31, 2021. The Company utilizes a Modified Black-Scholes simulation model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liabilities are determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. Transfers to/from Levels 1 2 3 The following table provides the significant inputs to the Modified Monte Carlo simulation for the fair value of the Public Warrants at May 21, 2021 (initial measurement): At May 21, 2021 (Initial Measurement) Stock price $ 10.00 Exercise price $ 11.50 Expected term (in years) 5.08 Volatility 14.6 % Risk-free rate 0.9 % Fair value of warrants $ 0.91 The following table provides the significant inputs to the Modified Black-Scholes method for the fair value of the Private Placement Warrants: At May 21, 2021 (Initial Measurement) At December 31, 2021 Stock price $ 10.00 $ 10.00 Exercise price $ 11.50 $ 11.50 Dividend yield — % — % Expected term (in years) 5.08 5.08 Volatility 14.6 % 12.0 % Risk-free rate 0.9 % 1.3 % Fair value of warrants $ 0.93 $ 0.76 The following table presents the changes in the fair value of warrant liabilities: Warrant Private Placement Public Liabilities Fair value at January 15, 2021 (inception) $ — $ — $ — Initial measurement at May 21, 2021 4,144,313 6,540,625 10,684,938 Change in fair value (757,563) (1,076,687) (1,834,250) Fair value at December 31, 2021 $ 3,386,750 $ 5,463,938 $ 8,850,688 The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value: Fair value at January 15, 2021 (inception) $ — Initial measurement at May 21, 2021 10,684,938 Change in fair value (1,834,250) Transfer of Public Warrants to Level 1 measurement (5,463,938) Fair value as of December 31, 2021 $ 3,386,750 The Company recognized gains in connection with changes in the fair value of warrant liabilities of $1,834,250 within change in fair value of warrant liabilities in the statement of operations for the period from January 15, 2021 (inception) through December 31, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account As of December 31, 2021, the assets held in the Trust Account were held in money market funds, which were invested in U.S. Treasury securities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption All of the 14,375,000 shares of Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Allocated fair value of proceeds $ 137,209,375 Less: Issuance costs allocated to Class A ordinary shares (8,721,802) Plus: Accretion of carrying value to redemption value 15,268,233 Class A ordinary shares subject to possible redemption $ 143,755,806 |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The initial fair value of the Public Warrants was estimated using a Modified Monte Carlo simulation approach and the fair value of the Private Placement Warrants was estimated using a Modified Black-Scholes model (see Note 9). |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering The Company was reimbursed $2,156,250 by the underwriters for offering costs associated with the Initial Public Offering. The Company recorded $2,000,569 of the reimbursement as a reduction of offering costs recorded to equity and $155,681 of the reimbursement as a reduction to expense. As such, net offering costs recorded to equity amounted to $8,721,802 and net expensed offering costs amounted to $370,414. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in an interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statement. Since the Company was incorporated on February 5, 2021, the evaluation was performed for the upcoming 2021 tax year which will be the only period subject to examination. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net loss per common share is computed by dividing net loss by the weighted-average number of shares of ordinary shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, Class A and Class B ordinary shares are presented as one class of shares in calculating net loss per share. As a result, the calculated net loss per share is the same for Class A and Class B shares of ordinary shares. At December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the period from January 15, 2021 (inception) through December 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (355,717) $ (138,952) Denominator: Basic and diluted weighted average shares outstanding 9,200,000 3,593,750 Basic and diluted net loss per share $ (0.04) $ (0.04) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for cash, prepaid expenses, and accounts payable and accrued expenses approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 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 financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of reconciliation of Class A common stock reflected on the balance sheet | As of December 31, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Allocated fair value of proceeds $ 137,209,375 Less: Issuance costs allocated to Class A ordinary shares (8,721,802) Plus: Accretion of carrying value to redemption value 15,268,233 Class A ordinary shares subject to possible redemption $ 143,755,806 |
Reconciliation of Net Income per Common Share | The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the period from January 15, 2021 (inception) through December 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (355,717) $ (138,952) Denominator: Basic and diluted weighted average shares outstanding 9,200,000 3,593,750 Basic and diluted net loss per share $ (0.04) $ (0.04) |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |
Schedule of company's assets that are measured at fair value on a recurring basis | Amount at Description Fair Value Level 1 Level 2 Level 3 December 31, 2021 Assets U.S. Treasury Securities $ 145,193,306 $ 145,193,306 $ — $ — Liabilities Warrant liability - Public Warrants $ 5,463,938 $ 5,463,938 $ — $ — Warrant liability - Private Placement Warrants $ 3,386,750 $ — $ — $ 3,386,750 |
Schedule of change in the fair value of the warrant liabilities | The following table presents the changes in the fair value of warrant liabilities: Warrant Private Placement Public Liabilities Fair value at January 15, 2021 (inception) $ — $ — $ — Initial measurement at May 21, 2021 4,144,313 6,540,625 10,684,938 Change in fair value (757,563) (1,076,687) (1,834,250) Fair value at December 31, 2021 $ 3,386,750 $ 5,463,938 $ 8,850,688 The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value: Fair value at January 15, 2021 (inception) $ — Initial measurement at May 21, 2021 10,684,938 Change in fair value (1,834,250) Transfer of Public Warrants to Level 1 measurement (5,463,938) Fair value as of December 31, 2021 $ 3,386,750 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | At May 21, 2021 (Initial Measurement) Stock price $ 10.00 Exercise price $ 11.50 Expected term (in years) 5.08 Volatility 14.6 % Risk-free rate 0.9 % Fair value of warrants $ 0.91 |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | At May 21, 2021 (Initial Measurement) At December 31, 2021 Stock price $ 10.00 $ 10.00 Exercise price $ 11.50 $ 11.50 Dividend yield — % — % Expected term (in years) 5.08 5.08 Volatility 14.6 % 12.0 % Risk-free rate 0.9 % 1.3 % Fair value of warrants $ 0.93 $ 0.76 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | Dec. 13, 2021 | May 21, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from issuance initial public offering | $ 143,031,250 | ||
Proceeds from sale of Warrants | 4,456,250 | ||
Offering costs | 1,369,500 | ||
Maturity term of U.S. government securities | 185 days | ||
Transaction Costs | 11,248,466 | ||
Underwriting fees | 2,875,000 | ||
Deferred underwriting fees | 6,468,750 | ||
Other offering costs | 535,216 | ||
Offering costs reimbursed by the underwriters | 2,156,250 | ||
Cash held outside of the Trust Account | 256,252 | ||
Working capital | $ 174,527 | ||
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent | 15.00% | ||
Threshold business days for redemption of public shares | 10 days | ||
Maximum net interest to pay dissolution expenses | $ 100,000 | ||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||
Earnout , Threshold Trading days | 20 days | ||
Business Combination Agreement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Earnout Shares Issuable (in shares) | 50,000,000 | ||
Merger Agreement | Business Combination Agreement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Amount used as Quotient for Exchange Ratio | $ 525,000,000 | ||
Earnout Share Price | $ 10 | ||
$15.00 Earn Out Shares | Business Combination Agreement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Earnout Shares Issuable (in shares) | 10,000,000 | ||
Earnout Share Price | $ 15 | ||
$17.50 Earn Out Shares | Business Combination Agreement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Earnout Shares Issuable (in shares) | 10,000,000 | ||
Earnout Share Price | $ 17.50 | ||
$20.00 Earn Out Shares | Business Combination Agreement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Earnout Shares Issuable (in shares) | 10,000,000 | ||
Earnout Share Price | $ 20 | ||
$22.50 Earn Out Shares | Business Combination Agreement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Earnout Shares Issuable (in shares) | 10,000,000 | ||
Earnout Share Price | $ 22.50 | ||
$25.00 Earn Out Shares | Business Combination Agreement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Earnout Shares Issuable (in shares) | 10,000,000 | ||
Earnout Share Price | $ 25 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering (in shares) | 14,375,000 | ||
Price per share | $ 10.10 | ||
Proceeds from issuance initial public offering | $ 143,750,000 | ||
Net proceeds placed in trust account | $ 146,768,750 | ||
Initial Public Offering | Trust Account | |||
Subsidiary, Sale of Stock [Line Items] | |||
Price per share | $ 10.10 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 4,456,250 | 4,456,250 | |
Price of warrant | $ 1 | $ 1 | |
Proceeds from sale of Warrants | $ 4,456,250 | $ 4,456,250 | |
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering (in shares) | 1,875,000 | 1,875,000 | |
Price per share | $ 10 | ||
Proceeds from issuance initial public offering | $ 143,750,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Unrecognized tax benefits | $ 0 |
Unrecognized tax benefits accrued for interest and penalties | 0 |
Offering costs incurred | 11,248,466 |
Underwriting fees | 2,875,000 |
Deferred underwriting fees | 6,468,750 |
Other offering costs | 535,216 |
Offering costs as a reduction of equity | 10,722,371 |
Offering costs expensed in connection with the Public Warrants and Private Placement Warrants | 526,095 |
Offering costs reimbursed by the underwriters | 2,156,250 |
Reimbursement as a reduction of offering costs recorded to equity | 2,000,569 |
Reimbursement as a reduction to expense | 155,681 |
Net offering costs recorded to equity | 8,721,802 |
Net expensed offering costs | 370,414 |
Offering costs | $ 1,369,500 |
Class A ordinary shares subject to possible redemption | |
Class A ordinary shares subject to possible redemption (in shares) | shares | 14,375,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A ordinary shares reflected in Balance sheet (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Allocated fair value of proceeds | $ 137,209,375 |
Issuance costs allocated to Class A ordinary shares | (8,721,802) |
Accretion of carrying value to redemption value | 15,268,233 |
Class A ordinary shares subject to possible redemption | $ 143,755,806 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and diluted net loss per ordinary share (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Numerator: | |
Net loss | $ | $ (494,669) |
Class A ordinary shares subject to possible redemption | |
Denominator: | |
Basic weighted average shares outstanding | shares | 9,200,000 |
Diluted weighted average shares outstanding | shares | 9,200,000 |
Basic net loss per share of ordinary share | $ / shares | $ (0.04) |
Diluted net loss per share of ordinary share | $ / shares | $ (0.04) |
Class A ordinary shares | |
Numerator: | |
Net loss | $ | $ (355,717) |
Denominator: | |
Basic weighted average shares outstanding | shares | 9,200,000 |
Diluted weighted average shares outstanding | shares | 9,200,000 |
Basic net loss per share of ordinary share | $ / shares | $ (0.04) |
Diluted net loss per share of ordinary share | $ / shares | $ (0.04) |
Class B ordinary shares | |
Numerator: | |
Net loss | $ | $ (138,952) |
Denominator: | |
Basic weighted average shares outstanding | shares | 3,593,750 |
Diluted weighted average shares outstanding | shares | 3,593,750 |
Basic net loss per share of ordinary share | $ / shares | $ (0.04) |
Diluted net loss per share of ordinary share | $ / shares | $ (0.04) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | May 21, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from issuance initial public offering | $ 143,031,250 | |
Class A ordinary shares | ||
Subsidiary, Sale of Stock [Line Items] | ||
Common shares, par value, (per share) | $ 0.0001 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units in initial public offering (in shares) | 14,375,000 | |
Purchase price, per unit | $ 10.10 | |
Proceeds from issuance initial public offering | $ 143,750,000 | |
Initial Public Offering | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares in a unit | 1 | |
Number of warrants in a unit | 0.5 | |
Initial Public Offering | Public Warrants | Class A ordinary shares | ||
Subsidiary, Sale of Stock [Line Items] | ||
Common shares, par value, (per share) | $ 0.0001 | |
Exercise price of warrant | $ 11.50 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units in initial public offering (in shares) | 1,875,000 | 1,875,000 |
Purchase price, per unit | $ 10 | |
Proceeds from issuance initial public offering | $ 143,750,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | May 21, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from sale of Private Placement Warrants | $ 4,456,250 | |
Private Placement | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 4,456,250 | 4,456,250 |
Price of warrants | $ 1 | $ 1 |
Proceeds from sale of Private Placement Warrants | $ 4,456,250 | $ 4,456,250 |
Private Placement | Private Placement Warrants | Class A ordinary shares | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares per warrant | 1 | |
Exercise price of warrant | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | May 21, 2021item$ / shares | Jan. 26, 2021USD ($)shares | Dec. 31, 2021USD ($)D$ / sharesshares | Apr. 30, 2021shares |
Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Offering price | $ / shares | $ 2.49 | |||
Sale of units in initial public offering | $ | $ 1,369,500 | |||
Sponsor | Class B ordinary shares | ||||
Related Party Transaction [Line Items] | ||||
Consideration received | $ | $ 25,000 | |||
Shares issued | shares | 5,031,250 | |||
Shares forfeited for no consideration | shares | 1,437,500 | |||
Shares subject to forfeiture | shares | 468,750 | |||
Percentage of issued and outstanding shares after the IPO collectively held by sponsor | 20.00% | |||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | |||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||
Anchor investor | Initial Public Offering | ||||
Related Party Transaction [Line Items] | ||||
Number of anchor investors | item | 11 | |||
Offering price | $ / shares | $ 10 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | May 18, 2021 | Dec. 31, 2021 | Jun. 07, 2021 | Jan. 20, 2021 |
Promissory Note with Related Party | ||||
Related Party Transaction [Line Items] | ||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||
Outstanding balance of related party note | $ 129,886 | |||
Working capital loans | ||||
Related Party Transaction [Line Items] | ||||
Maximum loans convertible into warrants | $ 1,500,000 | |||
Price of warrant | $ 1 | |||
Terra Carta Partners, LLC | Forward Purchase Shares | ||||
Related Party Transaction [Line Items] | ||||
Aggregate amount of forward purchase shares | $ 50,000,000 | |||
Price per share | $ 10 | |||
Number of shares in forward purchase shares | 1 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Nov. 15, 2021USD ($) | May 21, 2021shares | Dec. 31, 2021USD ($)item$ / sharesshares |
Commitments [Line Items] | |||
Maximum number of demands for registration of securities | item | 3 | ||
Deferred fee per unit | $ / shares | $ 0.45 | ||
Aggregate deferred underwriting fee payable | $ 6,468,750 | ||
Underwriting cash discount per unit | $ / shares | $ 0.20 | ||
Aggregate underwriter cash discount | $ 2,875,000 | ||
Maximum amount of loan to be provided by Sponsor | $ 600,000 | ||
Contingent legal fees payable upon completion of initial business combination | $ 455,169 | ||
Over-allotment option | |||
Commitments [Line Items] | |||
Underwriters option to purchase term | 45 days | ||
Sale of units in initial public offering (in shares) | shares | 1,875,000 | 1,875,000 |
WARRANTS (Details)
WARRANTS (Details) | 12 Months Ended |
Dec. 31, 2021D$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Trading days determining volume weighted average price | 10 days |
Threshold business days for providing final fair market value to warrant holders | 1 |
Maximum warrants exercise price for cashless basis | $ / shares | $ 0.361 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Public Warrants exercisable term after the completion of a business combination | 30 days |
Public Warrants exercisable term from the closing of the public offering | 1 year |
Public Warrants expiration term | 5 years |
Maximum period after business combination in which to file registration statement | 15 days |
Maximum threshold period for registration statement to become effective after business combination | 60 days |
Redemption period | 30 days |
Trading days determining volume weighted average price | 20 days |
Share Price | $ / shares | $ 9.20 |
Percentage of gross proceeds on total equity proceeds | 60.00% |
Number of warrants outstanding | shares | 7,187,500 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 18 |
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Threshold trading days for redemption of public warrants | 20 |
Threshold consecutive trading days for redemption of public warrants | 30 |
Threshold number of business days before sending notice of redemption to warrant holders | 3 |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |
Class of Warrant or Right [Line Items] | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 10 |
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.10 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Threshold trading days for redemption of public warrants | 20 |
Threshold consecutive trading days for redemption of public warrants | 30 |
Threshold number of business days before sending notice of redemption to warrant holders | 3 |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180.00% |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days |
Number of warrants outstanding | shares | 4,456,250 |
Private Placement Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 18 |
Threshold trading days for redemption of public warrants | 20 |
Threshold consecutive trading days for redemption of public warrants | 30 |
SHAREHOLDERS' EQUITY - Preferre
SHAREHOLDERS' EQUITY - Preferred Shares (Details) | Dec. 31, 2021$ / sharesshares |
SHAREHOLDERS' EQUITY | |
Preferred shares, shares authorized | 1,000,000 |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
SHAREHOLDERS' EQUITY - Common S
SHAREHOLDERS' EQUITY - Common Shares (Details) | 12 Months Ended |
Dec. 31, 2021Vote$ / sharesshares | |
Class of Stock [Line Items] | |
Common shares, votes per share | Vote | 1 |
Class A ordinary shares | |
Class of Stock [Line Items] | |
Common shares, shares authorized (in shares) | 479,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common shares, votes per share | Vote | 1 |
Common shares, shares issued (in shares) | 14,375,000 |
Common shares, shares outstanding (in shares) | 0 |
Class A ordinary shares subject to possible redemption | |
Class of Stock [Line Items] | |
Class A ordinary shares subject to possible redemption (in shares) | 14,375,000 |
Class B ordinary shares | |
Class of Stock [Line Items] | |
Common shares, shares authorized (in shares) | 20,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common shares, votes per share | Vote | 1 |
Common shares, shares issued (in shares) | 3,593,750 |
Common shares, shares outstanding (in shares) | 3,593,750 |
Number of Class A common stock issued upon conversion of each share (in shares) | 1 |
Aggregated shares issued upon converted basis (in percent) | 20.00% |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) | Dec. 31, 2021USD ($)$ / shares |
Assets: | |
Marketable securities held in Trust Account | $ 145,193,306 |
Liabilities | |
Warrant liabilities | 8,850,688 |
Fair value transfers | |
Transfer from Level 1 to Level 2 | 0 |
Transfer from Level 2 to Level 1 | 0 |
Transfer from Level 1 to Level 2 | 0 |
Recurring | Public Warrants | |
Liabilities | |
Warrant liabilities | 5,463,938 |
Recurring | Private Placement Warrants | |
Liabilities | |
Warrant liabilities | 3,386,750 |
U.S. Treasury Securities | Recurring | |
Assets: | |
Marketable securities held in Trust Account | $ 145,193,306 |
Level 1 | Public Warrants | |
Fair value transfers | |
Quoted price of warrant | $ / shares | $ 0.76 |
Level 1 | Recurring | Public Warrants | |
Liabilities | |
Warrant liabilities | $ 5,463,938 |
Level 1 | U.S. Treasury Securities | Recurring | |
Assets: | |
Marketable securities held in Trust Account | 145,193,306 |
Level 3 | Recurring | Private Placement Warrants | |
Liabilities | |
Warrant liabilities | $ 3,386,750 |
FAIR VALUE MEASUREMENT - Level
FAIR VALUE MEASUREMENT - Level 3 Fair Value Measurements Inputs (Details) | Dec. 31, 2021 | May 21, 2021 |
Public Warrants | Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 10 | |
Public Warrants | Exercise price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 11.50 | |
Public Warrants | Expected term (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 5.08 | |
Public Warrants | Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 14.6 | |
Public Warrants | Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.9 | |
Public Warrants | Fair value of warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.91 | |
Private Placement Warrants | Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 10 | 10 |
Private Placement Warrants | Exercise price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 11.50 | 11.50 |
Private Placement Warrants | Expected term (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 5.08 | 5.08 |
Private Placement Warrants | Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 12 | 14.6 |
Private Placement Warrants | Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 1.3 | 0.9 |
Private Placement Warrants | Fair value of warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.76 | 0.93 |
FAIR VALUE MEASUREMENT - Change
FAIR VALUE MEASUREMENT - Change in the Fair Value of the Warrant Liabilities (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Warrant liabilities | $ 8,850,688 |
Change in fair value of warrant liabilities | (1,834,250) |
Level 3 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Initial measurement at May 21, 2021 | 10,684,938 |
Change in fair value | (1,834,250) |
Transfer of Public Warrants to Level 1 measurement | (5,463,938) |
Change in fair value of warrant liabilities | 1,834,250 |
Private Placement Warrants | Level 3 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Initial measurement at May 21, 2021 | 4,144,313 |
Change in fair value | (757,563) |
Fair value at December 31, 2021 | 3,386,750 |
Public Warrants | Level 3 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Initial measurement at May 21, 2021 | 6,540,625 |
Change in fair value | (1,076,687) |
Fair value at December 31, 2021 | $ 5,463,938 |