Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 11, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-41176 | |
Entity Registrant Name | AP Acquisition Corp | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1601227 | |
Entity Address, Address Line One | Unit 2710, 27/F The Center | |
Entity Address, Address Line Two | 99 Queen’s Road Central | |
Entity Address, City or Town | Hong Kong | |
Entity Address, Postal Zip Code | N/A | |
City Area Code | 852 | |
Local Phone Number | 2918-0050 | |
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 | |
Entity Ex Transition Period | true | |
Entity Shell Company | true | |
Entity Central Index Key | 0001862993 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Units, each consisting of one share of Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | APCA-U | |
Security Exchange Name | NYSE | |
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 | APCA | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 12,835,218 | |
Redeemable warrants, each whole warrant exercisable for one share of Class A ordinary stock at an exercise price of $1.00 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A ordinary stock at an exercise price of $1.00 per share | |
Trading Symbol | APCA-W | |
Security Exchange Name | NYSE | |
Class B ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,312,500 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 729,032 | $ 1,072,135 |
Prepaid expense | 160,924 | 168,832 |
Total current assets | 889,956 | 1,240,967 |
Long-term prepaid expenses | 104,664 | 141,034 |
Marketable security held in Trust Account | 177,693,066 | 177,675,249 |
Total assets | 178,687,686 | 179,057,250 |
Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | ||
Accrued offering costs and expenses | 157,233 | 375,747 |
Due to related party | 35,333 | 5,333 |
Total current liabilities | 192,566 | 381,080 |
Deferred underwriting commissions | 6,037,500 | 6,037,500 |
Total liabilities | 6,230,066 | 6,418,580 |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares subject to possible redemption, 17,250,000 shares at $10.30 redemption value | 177,693,066 | 177,675,249 |
Shareholders' Deficit: | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (5,235,877) | (5,037,010) |
Total shareholders' deficit | (5,235,446) | (5,036,579) |
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 178,687,686 | 179,057,250 |
Class A ordinary shares not subject to possible redemption | ||
Shareholders' Deficit: | ||
Ordinary shares | ||
Class B ordinary shares | ||
Shareholders' Deficit: | ||
Ordinary shares | $ 431 | $ 431 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A ordinary shares subject to possible redemption | ||
Ordinary shares subject to possible redemption, shares issued | 17,250,000 | 17,250,000 |
Ordinary shares subject to possible redemption, shares outstanding | 17,250,000 | 17,250,000 |
Ordinary shares subject to possible redemption, redemption value | $ 10.30 | $ 10.30 |
Class A ordinary shares not subject to possible redemption | ||
Ordinary shares, par value (per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 0 | 0 |
Ordinary shares, shares outstanding | 0 | 0 |
Class B ordinary shares | ||
Ordinary shares, par value (per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 4,312,500 | 4,312,500 |
Ordinary shares, shares outstanding | 4,312,500 | 4,312,500 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF OPERATIONS | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Formation and operating costs | $ | $ 198,867 |
Loss from operations | $ | (198,867) |
Other expense | |
Stock Compensation Expense | $ | (93,216) |
Interest earned on marketable securities held in Trust Account | $ | 17,817 |
Total other expense | $ | (75,399) |
Net loss | $ | $ (274,266) |
Class A ordinary shares | |
Other expense | |
Basic weighted average shares outstanding | shares | 17,250,000 |
Diluted weighted average shares outstanding | shares | 17,250,000 |
Basic net loss per common share | $ / shares | $ (0.01) |
Diluted net loss per common share | $ / shares | $ (0.01) |
Class A ordinary shares subject to possible redemption | |
Other expense | |
Basic weighted average shares outstanding | shares | 17,250,000 |
Diluted weighted average shares outstanding | shares | 17,250,000 |
Basic net loss per common share | $ / shares | $ (0.01) |
Diluted net loss per common share | $ / shares | $ (0.01) |
Class B ordinary shares | |
Other expense | |
Basic weighted average shares outstanding | shares | 4,312,500 |
Diluted weighted average shares outstanding | shares | 4,312,500 |
Basic net loss per common share | $ / shares | $ (0.01) |
Diluted net loss per common share | $ / shares | $ (0.01) |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - 3 months ended Mar. 31, 2022 - USD ($) | Class A ordinary sharesCommon Stock | Class B ordinary sharesCommon Stock | Class B ordinary shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2021 | $ 0 | $ 431 | $ 0 | $ (5,037,010) | $ (5,036,579) | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 4,312,500 | 5,750,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock Compensation Expense | 93,216 | 93,216 | ||||
Remeasurement of Class A ordinary shares subject to possible redemption | (93,216) | 75,399 | 17,817 | |||
Net loss | (274,266) | (274,266) | ||||
Balance at the end at Mar. 31, 2022 | $ 0 | $ 431 | $ 0 | $ (5,235,877) | $ (5,235,446) | |
Balance at the end (in shares) at Mar. 31, 2022 | 0 | 4,312,500 | 5,750,000 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (274,266) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on cash held in Trust Account | (17,817) |
Stock based compensation expense | 93,216 |
Changes in operating assets and liabilities: | |
Prepaid expenses | 44,278 |
Due to related party | 30,000 |
Accounts payable and accrued expenses | (218,514) |
Net cash used in operating activities | (343,103) |
Net change in cash | (343,103) |
Cash, beginning of the period | 1,072,135 |
Cash, end of period | 729,032 |
Non-cash investing and financing transactions: | |
Remeasurement of Class A ordinary shares subject to possible redemption | $ 17,817 |
Organization Business Operation
Organization Business Operation | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Business Operation | |
Organization, Business Operation | Note 1 - Organization, Business Operation AP Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on April 22, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company has not selected any Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company, except that the Company will not complete the initial Business Combination with a target that is headquartered China (including Hong Kong and Macau) or conducts a majority of its business in China (including Hong Kong and Macau). As of March 31, 2022, the Company had not commenced any operations. All activity for the period from April 22, 2021 (inception) through March 31, 2022 relates to the Company’s formation and the initial public offering (“IPO”), identifying a target company for a Business Combination and proceeding to complete the Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is AP Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on December 16, 2021 (the “Effective Date”). On December 21, 2021, the Company consummated the IPO of 17,250,000 units at $10.00 per unit (the “Unit”), including the issuance of 2,250,000 units as a result of the underwriters’ full exercise of the over-allotment option, generating gross proceeds to the Company of $172,500,000. Each Unit consists of one Class A ordinary share and one Simultaneously with the consummation of the IPO, the Company consummated the sale of 10,625,000 warrants (the “Private Placement Warrants”), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds to the Company of $10,625,000. Transaction costs amounted to $10,474,423 consisting of $3,450,000 of underwriting commissions, $6,037,500 of deferred underwriting commissions, and $986,923 of other offering costs. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination only if the post-Business Combination company in which its public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Upon the closing of the IPO on December 21, 2021, $177,675,000 (10.30 per Unit sold in the IPO), including the proceeds of the Private Placement Warrants, was held in a trust account (“ Trust Account”) and may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a 7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the Company’s amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the Company’s public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 24 months from the closing of the IPO (the “Combination Period”) or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (c) the redemption of the Company’s public shares if the Company has not consummated the initial Business Combination within Combination Period, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within Combination Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of its public shareholders. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. The Class A ordinary share subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will have 18 months from the closing of the IPO or during any one of the two permitted extended three-month periods in which the Company has to consummate a Business Combination beyond the aforementioned period by resolution of the Company’s board if requested by the Company’s Sponsor (an “Extension Period”), with each invocation of extension requiring depositing an additional $0.10 per public share in the trust account. If the Company has not consummated the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to consummate an initial Business Combination within Combination Period. The Sponsor and each member of the Company’s management team have entered into an agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and public shares in connection with the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company obligation to provide holders of its Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company public shares if the Company does not complete the initial Business Combination within Combination Period or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate an initial Business Combination within Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed timeframe). 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 (other than the Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. However, The Company has not asked the Sponsor to reserve for such indemnification obligations, nor have the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Capital Resources As of March 31, 2022, the Company had cash of $729,032 and a working capital of $697,390. The Company’s liquidity needs prior to the IPO had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the founder shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $142,882, which was paid in full on December 21, 2021 (see Note 5). In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, initial shareholders, officers, directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of March 31, 2022, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will use these funds to pay existing accounts payable, identify and evaluate prospective initial Business Combination candidates, perform due diligence on prospective target businesses, pay for travel expenditures, select the target business to merge with or acquire, and structure, negotiate and consummate the Business Combination. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies Basis of Presentation | |
Significant Accounting Policies Basis of Presentation | Note 2 - Significant Accounting Policies Basis of Presentation Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and pursuant to the rules and regulations of the Security and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 statement 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 unaudited condensed financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statement and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $729,032 and $1,072,135 in cash as of March 31, 2022 and December 31, 2021, respectively. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. Investments Held in Trust Account As of March 31, 2022, the assets held in the Trust Account was held in trading securities. The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At March 31, 2022 and December 31, 2021, the Company had $177,693,066 and $177,675,249 held in the Trust Account, respectively. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● ● ● Warrants 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. 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 equity at the time of issuance. As the Company’s warrants meet all of the criteria for equity classification, so the Company classified each warrant as its own equity. Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 17,250,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As of March 31, 2022, the amount of Class A ordinary shares reflected on the balance sheets are reconciled in the following table: March 31, 2022 Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (7,417,500) Class A ordinary shares issuance costs (10,024,022) Plus: Remeasurement adjustment on redeemable ordinary shares $ 22,634,588 Class A ordinary shares subject to possible redemption $ 177,693,066 Stock Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred (see Note 5 for more discussion about the details). For the three months ended March 31, 2022, share-based compensation expenses recognized by the Company was $93,216. Net Loss per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 19,250,000 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three months ended March 31, 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per ordinary shares is the same as basic net loss per ordinary shares for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the three months ended March 31, 2022 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (219,413) $ (54,853) Denominator: Basic and diluted weighted-average shares outstanding 17,250,000 4,312,500 Basic and diluted net loss per share $ (0.01) $ (0.01) Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A - “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T - “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $10,474,423 as a result of the Initial Public Offering consisting of $3,450,000 of underwriting commissions, $6,037,500 of deferred underwriting commissions, and $986,923 of other offering costs. The Company recorded $ 10,024,022 of offering costs as a reduction of temporary equity in connection with the Class A ordinary shares included in the Units, with the remaining amount being a reduction to additional paid-in-capital. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for the Company 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 pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Initial Public Offering. | |
Initial Public Offering | Note 3 - Initial Public Offering On December 21, 2021, the Company consummated its IPO of 17,250,000 Units (including 2,250,000 Units purchased by the underwriter as the over- allotment option was fully exercised) at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
Private Placement. | |
Private Placement | Note 4 - Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 10,625,000 Private Placement Warrants (including 1,125,000 Warrants as the over- allotment option was fully exercised) at a price of $1.00 per Private Placement Warrants, for an aggregate purchase price of $10,625,000. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination (except pursuant to limited exceptions). The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 5 - Related Party Transactions Founder Shares On April 29, 2021, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001. On October 22, 2021, 1,437,500 founder shares were surrendered to the Company for cancellation for no consideration, resulting in 4,312,500 Class B ordinary shares outstanding. All share amounts and related information have been retroactively restated to reflect the share surrender. The founder shares include up to 562,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter, so that the initial shareholder collectively owned 20% of the Company’s issued and outstanding ordinary shares after the IPO. As a result of the underwriters’ election to fully exercise their over-allotment option on December 21, 2021, no Class B ordinary shares are currently subject to forfeiture. On November 24, 2021, the Sponsor transferred an aggregate of 90,000 Class B ordinary shares to the Company’s three independent directors for an aggregate purchase price of $360. The sale of the Founders Shares to the Company’s independent directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Company used a Monte Carlo Model that values the Founder Shares granted to the directors. The key inputs into the Monte Carlo simulation model were (i) risk- free interest rate of 0.93%, (ii) volatility of 13.2%, (iii) estimated term of 2.72 years. According to Monte Carlo simulation, the fair value of the 90,000 shares sold to the Company’s independent directors was approximately $757,122 or $8.412 per share. The appointment of the Company’s independent directors was effective upon the IPO’s Effective Date of December 16, 2021. The Founders Shares were effectively sold subject to a performance condition (i.e., the service period). Compensation expense related to the Founders Shares is recognized according to the service period before the Business Combination, because if the independent directors resign from the Board prior to completion of the Business Combination they must forfeit a pro rata portion of the compensation equal to the portion of the term remaining at the time of the resignation, assuming the Business Combination will be completed two years after the Effective Date. As of March 31, 2022, the independent directors had not resigned from the Company. For the three months ended March 31, 2022, share-based compensation expenses recognized by the Company was $93,216. The initial shareholder, executive officers and directors have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company complete a liquidation, merger, share exchange or other similar transaction that results in all of the public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of the initial shareholder with respect to any Founder Shares. Promissory Note - Related Party On April 29, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are due at the earlier of September 30, 2021 or the closing of the IPO. On September 14, 2021, the Sponsor and the Company signed off an amendment to the Promissory Note, and the loans are due at the earlier of March 31, 2022 or the closing of the IPO. On December 21, 2021, the outstanding balance of $142,882 was fully repaid. The note was terminated at December 21, 2021. Working Capital Loans In order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants 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. As of March 31, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on December 16, 2021 through the earlier of consummation of the initial Business Combination and the liquidation, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative support and to reimburse the Sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial Business Combination. For the three months ended March 31, 2021, the Company accrued $30,000 under the Administrative Services Agreement, which is included in due to related party on the accompanying balance sheet. As of March 31, 2022 and December 31, 2021, the balance of due to related party in connection with administrative service were $35,333 and $5,333, respectively. |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments & Contingencies | |
COMMITMENTS | Note 6 - Commitments & Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the IPO. 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 the Company’s completion of the initial Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, as described in the following paragraph, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Except as described herein, the Company’s initial shareholder, executive officers and directors have agreed not to transfer, assign or sell their Founder Shares until the earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company complete a liquidation, merger, share exchange or other similar transaction that results in all of the public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of the initial shareholder with respect to any Founder Shares. The Company refers to such transfer restrictions throughout this prospectus as the lock up. In addition, pursuant to the registration and shareholder rights agreement, the Sponsor, upon and following consummation of an initial Business Combination, will be entitled to nominate three individuals for appointment to the Company’s board of directors, as long as the Sponsor holds any securities covered by the registration and shareholder rights agreement. Underwriting Agreement The Company granted the underwriter a 45-day option from the date of the IPO to purchase up to an additional 2,250,000 units to cover over-allotments, if any. On December 21, 2021, the underwriter fully exercised its over-allotment option. On December 21, 2021, the Company paid a cash underwriting commission of two percent (2%) of the gross proceeds of the IPO, or $3,450,000. Additionally, the underwriter is entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO, or $6,037,500 in aggregate, upon the completion of the Company’s initial Business Combination. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Shareholders' Equity | |
Shareholders' Equity | Note 7 - Shareholders’ Equity Preference shares Class A ordinary shares Class B ordinary shares On October 22, 2021, 1,437,500 founder shares were surrendered to the Company for cancellation for no consideration, resulting in 4,312,500 Class B ordinary shares outstanding. All share amounts and related information have been retroactively restated to reflect the share surrender. The founder shares include up to 562,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter, so that the initial shareholder collectively owned 20% of the Company’s issued and outstanding ordinary shares after the IPO. As a result of the underwriters’ election to fully exercise their over-allotment option on December 21, 2021, no Class B ordinary shares are currently subject to forfeiture. As of March 31, 2022 and December 31, 2021, there were 5,750,000 Class B ordinary shares issued or outstanding. 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. Prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason. The Founder Shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares issued upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the IPO, plus (ii) the total number of Class A ordinary shares issued, deemed issued or issuable upon conversion or exercise of any equity linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance). In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one. Warrants As of March 31, 2022, there were 8,625,000 Public Warrants and 10,625,000 Private Placement Warrants outstanding. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (i) the Company issues additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (iii) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummate the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption “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 warrants will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination and 12 months from the closing of the IPO, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 30 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement, provided that, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, The Company will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will has failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● ● ● ● 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 adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities - Warrants - Public Shareholders’ Warrants - Anti dilution Adjustments”), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Recurring Fair Value Measurements | |
Recurring Fair Value Measurements | Note 8-Recurring Fair Value Measurements As of March 31, 2022 and December 31, 2021, investment securities in the Company’s Trust Account consisted of a treasury securities fund in the amount of $177,693,066 and $177,675,249, respectively, which was held as money market funds. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events | |
Subsequent Events | Note 9 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies Basis of Presentation | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and pursuant to the rules and regulations of the Security and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021. |
Emerging Growth Company | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 statement 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 unaudited condensed financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statement and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $729,032 and $1,072,135 in cash as of March 31, 2022 and December 31, 2021, respectively. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account As of March 31, 2022, the assets held in the Trust Account was held in trading securities. The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At March 31, 2022 and December 31, 2021, the Company had $177,693,066 and $177,675,249 held in the Trust Account, respectively. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● ● ● |
Warrants | Warrants 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. 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 equity at the time of issuance. As the Company’s warrants meet all of the criteria for equity classification, so the Company classified each warrant as its own equity. |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. |
Class A Common Stock Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 17,250,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As of March 31, 2022, the amount of Class A ordinary shares reflected on the balance sheets are reconciled in the following table: March 31, 2022 Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (7,417,500) Class A ordinary shares issuance costs (10,024,022) Plus: Remeasurement adjustment on redeemable ordinary shares $ 22,634,588 Class A ordinary shares subject to possible redemption $ 177,693,066 |
Stock Compensation Expense | Stock Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred (see Note 5 for more discussion about the details). For the three months ended March 31, 2022, share-based compensation expenses recognized by the Company was $93,216. |
Net Loss per Ordinary Share | Net Loss per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 19,250,000 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three months ended March 31, 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per ordinary shares is the same as basic net loss per ordinary shares for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the three months ended March 31, 2022 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (219,413) $ (54,853) Denominator: Basic and diluted weighted-average shares outstanding 17,250,000 4,312,500 Basic and diluted net loss per share $ (0.01) $ (0.01) |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A - “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T - “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $10,474,423 as a result of the Initial Public Offering consisting of $3,450,000 of underwriting commissions, $6,037,500 of deferred underwriting commissions, and $986,923 of other offering costs. The Company recorded $ 10,024,022 of offering costs as a reduction of temporary equity in connection with the Class A ordinary shares included in the Units, with the remaining amount being a reduction to additional paid-in-capital. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for the Company 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 pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
Significant Accounting Polici_3
Significant Accounting Policies Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies Basis of Presentation | |
Amount of Class A ordinary shares reflected on the balance sheets are reconciled | March 31, 2022 Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (7,417,500) Class A ordinary shares issuance costs (10,024,022) Plus: Remeasurement adjustment on redeemable ordinary shares $ 22,634,588 Class A ordinary shares subject to possible redemption $ 177,693,066 |
Reconciliation of numerator and denominator used to compute basic and diluted net loss per share | For the three months ended March 31, 2022 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (219,413) $ (54,853) Denominator: Basic and diluted weighted-average shares outstanding 17,250,000 4,312,500 Basic and diluted net loss per share $ (0.01) $ (0.01) |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Recurring Fair Value Measurements | |
Schedule of fair value hierarchy of the valuation techniques | The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. |
Organization Business Operati_2
Organization Business Operation (Details) | Dec. 21, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)D$ / sharesMshares | Apr. 29, 2021$ / shares |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from issuance initial public offering | $ 172,500,000 | ||
Share price | $ / shares | $ 10 | ||
Transaction Costs | $ 10,474,423 | ||
Underwriting fees | 3,450,000 | ||
Deferred underwriting fee payable | 6,037,500 | ||
Other offering costs | 986,923 | ||
Cash held outside the Trust Account | 729,032 | ||
Working Capital | 697,390 | ||
Working Capital Loan | $ 0 | ||
Condition for future business combination number of businesses minimum | D | 2 | ||
Payments for investment of cash in Trust Account | $ 25,000 | ||
Condition for future business combination use of proceeds percentage | 80 | ||
Condition for future business combination threshold Percentage Ownership | 50 | ||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 185 days | ||
Number of Class A Ordinary shares in a Unit | shares | 1 | ||
Number of redeemable warrants in a Unit | shares | 0.50 | ||
Number of shares issuable per warrant | shares | 1 | ||
Exercise price of warrants | $ / shares | $ 11.50 | ||
Redemption limit percentage without prior consent | 100 | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||
Months to complete acquisition | M | 24 | ||
Maximum Allowed Dissolution Expenses | $ 100,000 | ||
Condition for future business combination per public shares | $ / shares | $ 10 | ||
Condition for future business combination liquidation of the Trust Account per public shares | $ / shares | 10 | ||
Condition for future business combination of extension requiring depositing an additional per public share in the trust account | $ / shares | 0.10 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units, net of underwriting discounts (in shares) | shares | 17,250,000 | ||
Purchase price, per unit | $ / shares | $ 10 | ||
Sale of Private Placement Warrants (in shares) | shares | 10,625,000 | ||
Price of warrant | $ / shares | $ 11.50 | ||
Share price | $ / shares | $ 1 | $ 10.30 | |
Proceeds from sale of Private Placement Warrants | $ 10,625,000 | $ 177,675,000 | |
Transaction Costs | 10,474,423 | ||
Underwriting fees | 3,450,000 | ||
Deferred underwriting fee payable | 6,037,500 | ||
Other offering costs | $ 986,923 | ||
Number of Class A Ordinary shares in a Unit | shares | 1 | ||
Initial Public Offering | Public Warrant | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of redeemable warrants in a Unit | shares | 0.5 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 10,625,000 | ||
Price of warrant | $ / shares | $ 1 | ||
Proceeds from sale of Private Placement Warrants | $ 10,625,000 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units, net of underwriting discounts (in shares) | shares | 2,250,000 | 2,250,000 | |
Over-allotment option | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 1,125,000 | ||
Sponsor | |||
Subsidiary, Sale of Stock [Line Items] | |||
Share price | $ / shares | $ 0.004 | ||
Payments for investment of cash in Trust Account | $ 142,882 |
Significant Accounting Polici_4
Significant Accounting Policies Basis of Presentation (Details) - USD ($) | Dec. 21, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Oct. 22, 2021 | Apr. 29, 2021 |
Cash equivalents | $ 729,032 | $ 1,072,135 | |||
Unrecognized tax benefits | 0 | 0 | |||
Marketable security held in Trust Account | 177,693,066 | 177,675,249 | |||
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | |||
Offering costs | 10,474,423 | ||||
Underwriting commissions | 3,450,000 | ||||
Deferred underwriting commissions | 6,037,500 | ||||
Other offering costs | 986,923 | ||||
Share-based compensation expenses | $ 93,216 | ||||
Anti-dilutive securities attributable to warrants (in shares) | 19,250,000 | ||||
Share Price | $ 10 | ||||
Proceeds from issuance initial public offering | $ 172,500,000 | ||||
Exercise price of warrants | $ 11.50 | ||||
Deferred underwriting commissions | $ 6,037,500 | $ 6,037,500 | |||
Number of shares issuable per warrant | 1 | ||||
Number of Class A Ordinary shares in a Unit | 1 | ||||
Number of redeemable warrants in a Unit | 0.50 | ||||
Initial Public Offering | |||||
Offering costs | 10,474,423 | ||||
Underwriting commissions | 3,450,000 | ||||
Deferred underwriting commissions | 6,037,500 | ||||
Other offering costs | $ 986,923 | ||||
Units Issued During Period, Shares, New Issues | 17,250,000 | ||||
Share Price | $ 1 | $ 10.30 | |||
Sale of Private Placement Warrants (in shares) | 10,625,000 | ||||
Price of warrant | $ 11.50 | ||||
Number of Class A Ordinary shares in a Unit | 1 | ||||
Purchase price, per unit | $ 10 | ||||
Over-allotment option | |||||
Units Issued During Period, Shares, New Issues | 2,250,000 | 2,250,000 | |||
Private Placement Warrants | Over-allotment option | |||||
Sale of Private Placement Warrants (in shares) | 1,125,000 | ||||
Public Warrant | Initial Public Offering | |||||
Number of redeemable warrants in a Unit | 0.5 | ||||
Class A ordinary shares | |||||
Offering costs | $ 10,024,022 | ||||
Class A ordinary shares subject to possible redemption | |||||
Ordinary shares subject to possible redemption, shares issued | 17,250,000 | 17,250,000 | |||
Class B ordinary shares | |||||
Shares subject to forfeiture | 0 | 562,500 | |||
Share Price | $ 0.0001 |
Significant Accounting Polici_5
Significant Accounting Policies Basis of Presentation - Class A common stock reflected in the balance sheet (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies Basis of Presentation | ||
Gross proceeds | $ 172,500,000 | |
Proceeds allocated to Public Warrants | (7,417,500) | |
Class A ordinary shares issuance costs | (10,024,022) | |
Remeasurement adjustment on redeemable ordinary shares | 22,634,588 | |
Class A ordinary shares subject to possible redemption | $ 177,693,066 | $ 177,675,249 |
Significant Accounting Polici_6
Significant Accounting Policies Basis of Presentation - Reconciliation of numerator and denominator used to compute basic and diluted net loss per share (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Class A ordinary shares | |
Allocation of net loss | $ | $ (219,413) |
Basic weighted average shares outstanding | shares | 17,250,000 |
Diluted weighted average shares outstanding | shares | 17,250,000 |
Basic net loss per common share | $ / shares | $ (0.01) |
Diluted net loss per common share | $ / shares | $ (0.01) |
Class B ordinary shares | |
Allocation of net loss | $ | $ (54,853) |
Basic weighted average shares outstanding | shares | 4,312,500 |
Diluted weighted average shares outstanding | shares | 4,312,500 |
Basic net loss per common share | $ / shares | $ (0.01) |
Diluted net loss per common share | $ / shares | $ (0.01) |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Dec. 21, 2021 | Mar. 31, 2022 |
Initial Public Offering | ||
Number of Class A Ordinary shares in a Unit | 1 | |
Number of redeemable warrants in a Unit | 0.50 | |
Initial Public Offering | ||
Initial Public Offering | ||
Number of Units sold | 17,250,000 | |
Share price, per Unit | $ 10 | |
Number of Class A Ordinary shares in a Unit | 1 | |
Initial Public Offering | Public Warrant | ||
Initial Public Offering | ||
Number of redeemable warrants in a Unit | 0.5 | |
Over-allotment option | ||
Initial Public Offering | ||
Number of Units sold | 2,250,000 | 2,250,000 |
Private Placement (Details)
Private Placement (Details) - Private Placement Warrants | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Private Placement | |
Private Placement | |
Number of warrants issued | 10,625,000 |
Price of warrants | $ / shares | $ 1 |
Aggregate purchase price | $ | $ 10,625,000 |
Private Placement Warrants, transferable, assignable or salable term after the completion of initial Business Combination | 30 days |
Over-allotment option | |
Private Placement | |
Number of warrants issued | 1,125,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Nov. 24, 2021USD ($)$ / sharesshares | Oct. 22, 2021USD ($)shares | Apr. 29, 2021USD ($)$ / sharesshares | Jan. 31, 2022 | Mar. 31, 2022USD ($)D$ / sharesshares | Dec. 31, 2021$ / sharesshares | Dec. 21, 2021shares |
Related Party Transactions | |||||||
Expected period to complete the Business Combination | 2 years | ||||||
Stock-based compensation | $ | $ 93,216 | ||||||
Class B ordinary shares | |||||||
Related Party Transactions | |||||||
Ordinary shares, par value (per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Ordinary shares, shares outstanding (in shares) | 4,312,500 | 4,312,500 | |||||
Shares subject to forfeiture | 562,500 | 0 | |||||
Sponsor | Class B ordinary shares | |||||||
Related Party Transactions | |||||||
Consideration received | $ | $ 25,000 | ||||||
Share price, per share | $ / shares | $ 0.004 | ||||||
Number of shares issued | 5,750,000 | ||||||
Ordinary shares, par value (per share) | $ / shares | $ 0.0001 | ||||||
Founder Shares | |||||||
Related Party Transactions | |||||||
Number of shares surrendered for cancellation | 1,437,500 | ||||||
Consideration of shares surrendered for cancellation | $ | $ 0 | ||||||
Percentage of issued and outstanding shares after Initial Public Offering collectively held by initial stockholders | 20.00% | ||||||
Restrictions on transfer period of time after business combination completion | 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 | ||||||
Founder Shares | Directors | |||||||
Related Party Transactions | |||||||
Share price, per share | $ / shares | $ 8.412 | ||||||
Aggregate purchase price | $ | $ 757,122 | ||||||
Risk- free interest rate | 0.93% | ||||||
Volatility rate | 13.20% | ||||||
Estimated term | 2 years 8 months 19 days | ||||||
Founder Shares | Class B ordinary shares | |||||||
Related Party Transactions | |||||||
Ordinary shares, shares outstanding (in shares) | 4,312,500 | ||||||
Shares subject to forfeiture | 0 | ||||||
Founder Shares | Class B ordinary shares | Maximum | |||||||
Related Party Transactions | |||||||
Shares subject to forfeiture | 562,500 | ||||||
Founder Shares | Sponsor | Class B ordinary shares | Directors | |||||||
Related Party Transactions | |||||||
Number of shares issued | 90,000 | ||||||
Aggregate purchase price | $ | $ 360 |
Related Party Transactions - Pr
Related Party Transactions - Promissory Note - Related Party (Details) - Promissory Note-Related Party - USD ($) | Dec. 21, 2021 | Apr. 29, 2021 |
Related Party Transactions | ||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |
Repayment of promissory note - related party | $ 142,882 |
Related Party Transactions - Wo
Related Party Transactions - Working Capital Loans (Details) - Working Capital Loans - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Related Party Transactions | ||
Working Capital Loans convertible into warrants | $ 1,500,000 | |
Price of warrant | $ 1 | |
Outstanding balance of related party note | $ 0 | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Administrative Services Agreement (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions | ||
Due to related party | $ 35,333 | $ 5,333 |
Administrative Services Agreement | ||
Related Party Transactions | ||
Expenses per month | 10,000 | |
Accrued expense | 30,000 | |
Due to related party | $ 35,333 | $ 5,333 |
Commitments & Contingencies - R
Commitments & Contingencies - Registration and Shareholder Rights (Details) | 3 Months Ended |
Mar. 31, 2022Ditem$ / shares | |
Commitments & Contingencies | |
Maximum number of demands for registration of securities | item | 3 |
Lockup period for Private Placement Warrants and the respective Class A ordinary shares underlying such warrants | 30 days |
Founder Shares | |
Commitments & Contingencies | |
Restrictions on transfer period of time after business combination completion | 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 | 20 |
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 |
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
Commitments & Contingencies - U
Commitments & Contingencies - Underwriting Agreement (Details) - USD ($) | Dec. 21, 2021 | Mar. 31, 2022 |
Commitments & Contingencies | ||
Underwriting option period | 45 days | |
Percentage of underwriting commission of gross proceeds of the IPO | 2.00% | |
Underwriting commission | $ 3,450,000 | |
Percentage of deferred underwriting discount of the gross proceeds of the IPO | 3.50% | |
Deferred underwriting discount | $ 6,037,500 | |
Deferred underwriting fee payable | $ 6,037,500 | |
Initial Public Offering | ||
Commitments & Contingencies | ||
Number of units issued | 17,250,000 | |
Deferred underwriting fee payable | $ 6,037,500 | |
Over-allotment option | ||
Commitments & Contingencies | ||
Number of units issued | 2,250,000 | 2,250,000 |
Shareholders' Equity - Preferre
Shareholders' Equity - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Shareholders' Equity | ||
Preferred shares, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock Shares (Details) | Oct. 22, 2021shares | Mar. 31, 2022Vote$ / sharesshares | Dec. 31, 2021$ / sharesshares | Dec. 21, 2021shares | Apr. 29, 2021USD ($)$ / sharesshares |
Class of Stock [Line Items] | |||||
Share price | $ / shares | $ 10 | ||||
Percentage of initial shareholder collectively owned | 20.00% | ||||
Percentage of shares converted basis | 20.00% | ||||
Founder Shares | |||||
Class of Stock [Line Items] | |||||
Share issued | 1,437,500 | ||||
Sponsor | |||||
Class of Stock [Line Items] | |||||
Sponsor paid | $ | $ 25,000 | ||||
Share price | $ / shares | $ 0.004 | ||||
Class A ordinary shares subject to possible redemption | |||||
Class of Stock [Line Items] | |||||
Ordinary shares subject to possible redemption, shares issued | 17,250,000 | 17,250,000 | |||
Ordinary shares subject to possible redemption, shares outstanding | 17,250,000 | 17,250,000 | |||
Class A ordinary shares not subject to possible redemption | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, shares issued (in shares) | 0 | 0 | |||
Ordinary shares, shares outstanding (in shares) | 0 | 0 | |||
Class B ordinary shares | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, votes per share | Vote | 1 | ||||
Common shares, shares issued (in shares) | 4,312,500 | 4,312,500 | |||
Ordinary shares, shares outstanding (in shares) | 4,312,500 | 4,312,500 | |||
Share price | $ / shares | $ 0.0001 | ||||
Share issued | 5,750,000 | 5,750,000 | 5,750,000 | ||
Shares subject to forfeiture | 562,500 | 0 | |||
Shares, Outstanding | 5,750,000 | 5,750,000 | |||
Class B ordinary shares | Founder Shares | |||||
Class of Stock [Line Items] | |||||
Ordinary shares, shares outstanding (in shares) | 4,312,500 | ||||
Shares subject to forfeiture | 0 | ||||
Class B ordinary shares | Sponsor | |||||
Class of Stock [Line Items] | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Shareholders' Equity - Warrants
Shareholders' Equity - Warrants (Details) | 3 Months Ended | ||
Mar. 31, 2022item$ / sharesshares | Dec. 21, 2021$ / sharesshares | Oct. 22, 2021shares | |
Class of Warrant or Right [Line Items] | |||
Exercise price of warrant | $ 11.50 | ||
Business combination issued price | $ 9.20 | ||
Percentage of total equity proceeds | 60.00% | ||
Percentage of higher market value | 115.00% | ||
Newly redemption price per share (in dollars per share) | $ 18 | ||
Percentage of higher the market value | 180.00% | ||
Newly issued price | $ 10 | ||
Warrants exercisable on later days | 30 days | ||
Initial business combination closing period | 5 years | ||
Class A ordinary shares | |||
Class of Warrant or Right [Line Items] | |||
Warrants per share price | $ 11.50 | ||
Trading day period prior to the day initial business combination | 20 days | ||
Ordinary share price exceeds | $ 10 | ||
Class B ordinary shares | |||
Class of Warrant or Right [Line Items] | |||
Shares subject to forfeiture | shares | 0 | 562,500 | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||
Class of Warrant or Right [Line Items] | |||
Newly redemption price per share (in dollars per share) | $ 18 | ||
Warrants | |||
Class of Warrant or Right [Line Items] | |||
Maximum period after business combination in which to file registration statement | 30 days | ||
Threshold period for registration statement to be effective after which warrants can be exercised on a cashless basis | 60 days | ||
Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants outstanding | shares | 10,625,000 | ||
Public Warrant | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants outstanding | shares | 8,625,000 | ||
Public Warrant | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrant | $ 0.01 | ||
Newly redemption price per share (in dollars per share) | $ 18 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Threshold trading days for redemption of public warrants | 20 days | ||
Threshold consecutive trading days for redemption of public warrants | item | 30 | ||
Redemption period | 30 days |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Recurring Fair Value Measurements | ||
Investments held in Trust Account | $ 177,693,066 | $ 177,675,249 |