Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 17, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | ROSE HILL ACQUISITION CORPORATION | |
Entity Central Index Key | 0001870129 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-40900 | |
Entity Address, Address Line One | 981 Davis Dr NW | |
Entity Address, City or Town | Atlanta | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30327 | |
City Area Code | 607 | |
Local Phone Number | 279 2371 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | ROSE | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 14,375,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,031,250 | |
Units [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | ROSEU | |
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | ROSEW | |
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Security Exchange Name | NASDAQ |
Unaudited Condensed Balance She
Unaudited Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash | $ 473,257 | $ 658,747 |
Prepaid expenses and other assets | 412,800 | 369,137 |
Due from affiliates | 25,000 | 25,000 |
Total current assets | 911,057 | 1,052,884 |
Prepaid expenses-non current assets | 14,122 | 104,905 |
Investments held in Trust Account | 146,642,494 | 146,627,729 |
TOTAL ASSETS | 147,567,673 | 147,785,518 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 103,807 | 51,264 |
Total current liabilities | 103,807 | 51,264 |
LONG TERM LIABILITIES | ||
Derivative warrant liabilities | 3,576,750 | 6,528,456 |
Deferred underwriting fee payable | 7,187,500 | 7,187,500 |
Total liabilities | 10,868,057 | 13,767,220 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDER'S DEFICIT | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at March 31, 2022 and December 31, 2021 | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (9,943,406) | (12,607,205) |
Total shareholder's deficit | (9,942,903) | (12,606,702) |
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDER'S DEFICIT | 147,567,673 | 147,785,518 |
Common Class A [Member] | ||
LONG TERM LIABILITIES | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value, 14,375,000 shares at redemption value of $10.20 per share at March 31, 2022 and December 31, 2021 | 146,642,519 | 146,625,000 |
SHAREHOLDER'S DEFICIT | ||
Common Stock, Value | 0 | 0 |
Common Class B [Member] | ||
SHAREHOLDER'S DEFICIT | ||
Common Stock, Value | $ 503 | $ 503 |
Unaudited Condensed Balance S_2
Unaudited Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, Par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, Shares issued | 0 | 0 |
Preferred stock, Shares outstanding | 0 | 0 |
Temporary equity redemption price per share | $ 10.20 | |
Common Class A [Member] | ||
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 200,000,000 | 200,000,000 |
Common stock, Shares issued | 0 | 0 |
Common stock, Shares outstanding | 0 | 0 |
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity redemption price per share | $ 10.20 | $ 10.20 |
Temporary equity shares outstanding | 14,375,000 | 14,375,000 |
Common Class B [Member] | ||
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 20,000,000 | 20,000,000 |
Common stock, Shares issued | 5,031,250 | 5,031,250 |
Common stock, Shares outstanding | 5,031,250 | 5,031,250 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
OPERATING EXPENSES | |
General and administrative expenses | $ 285,168 |
Total operating expenses | 285,168 |
Interest income on investments held in Trust Account and other interest | 14,780 |
Change in fair value of warrants | 2,951,706 |
Total other income | 2,966,486 |
NET INCOME | 2,681,318 |
Common Class A [Member] | |
OPERATING EXPENSES | |
NET INCOME | $ 1,986,162 |
Weighted average shares outstanding | shares | 14,375,000 |
Basic and diluted net income per share | $ / shares | $ 0.14 |
Common Class A [Member] | Common Stock Shares Subject To Possible Redemption [Member] | |
OPERATING EXPENSES | |
Weighted average shares outstanding | shares | 14,375,000 |
Basic and diluted net income per share | $ / shares | $ 0.14 |
Common Class B [Member] | |
OPERATING EXPENSES | |
NET INCOME | $ 695,156 |
Weighted average shares outstanding | shares | 5,031,250 |
Basic and diluted net income per share | $ / shares | $ 0.14 |
Common Class B [Member] | Non Redeemable Common Stock [Member] | |
OPERATING EXPENSES | |
Weighted average shares outstanding | shares | 5,031,250 |
Basic and diluted net income per share | $ / shares | $ 0.14 |
Unaudited Condensed Statement o
Unaudited Condensed Statement of Changes in Redeemable Ordinary Shares and Shareholders' Deficit - 3 months ended Mar. 31, 2022 - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class A [Member] | Common Class A [Member]Common Stock [Member] | Common Class B [Member] | Common Class B [Member]Common Stock [Member] |
Beginning balance at Dec. 31, 2021 | $ (12,606,702) | $ 0 | $ (12,607,205) | $ 146,625,000 | $ 503 | ||
Beginning balance (Shares) at Dec. 31, 2021 | 14,375,000 | 5,031,250 | |||||
Remeasurement of redeemable Class A ordinary shares to redemption value | (17,519) | (17,519) | $ (17,519) | $ 17,519 | |||
Net Income | 2,681,318 | 2,681,318 | $ 1,986,162 | $ 695,156 | |||
Ending balance at Mar. 31, 2022 | $ (9,942,903) | $ 0 | $ (9,943,406) | $ 146,642,519 | $ 503 | ||
Ending balance (Shares) at Mar. 31, 2022 | 14,375,000 | 5,031,250 |
Unaudited Condensed Statement_2
Unaudited Condensed Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2022USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
Net Income | $ 2,681,318 |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest income on investments held in Trust Account | (14,765) |
Change in fair value of warrants | (2,951,706) |
Changes in operating assets and liabilities: | |
Prepaid expenses and other assets | 47,120 |
Accounts payable and accrued expenses | 52,543 |
Net cash used in operating activities | (185,490) |
NET CHANGE IN CASH | (185,490) |
CASH, BEGINNING OF PERIOD | 658,747 |
CASH, END OF PERIOD | 473,257 |
Supplemental disclosure of noncash activities: | |
Re-measurement of redeemable Class A ordinary shares | $ 17,519 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Rose Hill Acquisition Corporation (the “Company”) was incorporated in the Cayman Islands on March 29, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not commenced any operations. All activity through March 31, 2022, relates to the Company’s formation and initial public offering (“IPO”), which is described below and, since the offering, the search for a prospective Initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating Simultaneously with the closing of the IPO, the Company consummated the sale of 5,500,000 warrants (“Private Placement Warrants”) at a price of $1.25 per Private Placement Warrant in a private placement to the Company’s sponsor, Rose Hill Sponsor, LLC (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), and J.V.B Financial Group, LLC (“Cohen”) generating gross proceeds of $6,875,000, which is described in Note 4. Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 1,875,000 additional Units upon receiving notice of the underwriter’s election to fully exercise its overallotment option (“Overallotment Units”), g e Offering costs for the IPO and over allotment amounted to $10,580,891, consisting of $2,099,451 (net of $775,549 reimbursed by the underwriters) of underwriting fees, $7,187,500 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $1,293,940 of other costs. As described in Note 6, the $7,187,500 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by January 18, 2023, subject to the terms of the underwriting agreement. Following the closing of the IPO, $146,625,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Warrants, including the amounts generated from the exercise of the underwriters’ over-allotment option, was placed in a trust account (“Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder 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 Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480-10-S99, 470-20. 480-10-S99. paid-in Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Memorandum and Articles of Association conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A Ordinary shares sold in the IPO, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their shares of Class A Ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination by January 18, 2023, 15 months from the closing of the IPO (“Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten per-share The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern and Liquidity As of March 31, 2022, the Company had $473,257 in its operating bank accounts, $146,642,494 in cash and securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital of $807,250. As of March 31, 2022, approximately $14,765 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) COVID-19 COVID-19 The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with 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 accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. Investments Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ partial exercise of the over-allotment option, amounted to $10,580,891 (including $1,312,500 of underwriting fees charged on the over-allotment exercise). Of this amount, $10,030,391 was charged to reduce the carrying amount of Class A Redeemable shares upon the completion of the IPO and $550,500 was expensed due to allocating certain offering costs to the warrant liability. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. 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 Deposit Insurance Corporation coverage limit of Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued non-current net-cash Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed 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 statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. There is currently no taxation imposed by the Government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, 14,375,000 shares of Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable 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 ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 143,750,000 Less: Proceeds allocated to Public Warrants (6,842,500 ) Class A ordinary shares issuance costs (10,030,391 ) Plus: Accretion of carrying value to redemption value 19,747,891 Class A ordinary shares subject to possible redemption as of December 31, 2021 146,625,000 Plus: Remeasurement of Class A ordinary shares to redemption value 17,519 Class A ordinary shares subject to possible redemption, as of March 31, 2022 $ 146,642,519 Net Income per ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B Ordinary shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 13,287,500 Ordinary shares at $11.50 per share were issued on October 18, 2021. At Mach 31, 2022, no Public Warrants or Private Placement Warrants have been exercised. The 13,287,500 potential shares of Class A ordinary shares for outstanding Public Warrants and Private Placement Warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three months ended March 31, 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary shares is the same as basic net income per ordinary shares for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of share. For the three months ended March 31, 2022 Basic and diluted net income per share: Class A Ordinary shares Class B Ordinary shares Numerator: Allocation of net income, including accretion of temporary equity $ 1,986,162 $ 695,156 Denominator: Weighted average shares outstanding 14,375,000 5,031,250 Basic and dilution net income per share $ 0.14 $ 0.14 Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument 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, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for liability accounting treatment. Recent Accounting Pronouncements The Company’s management does not believe that any 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 and Ove
Initial Public Offering and Over - Allotment | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Initial Public Offering and Over - Allotment | Note 3 — Initial Public Offering and Over-Allotment Pursuant to the IPO, the Company sold 14,375,000 units (including 1,875,000 units as part of the underwriters’ exercise of the over-allotment option) at a price of $10.00 per Unit. Each Unit consists of one share of Class A Ordinary shares (such shares of Class A Ordinary shares included in the Units being offered, the “Public Shares”), and one-half a |
Private Placement Warrants
Private Placement Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Private Placement Warrants | Note 4 — Private Placement Warrants On October 18, 2021, simultaneously with the consummation of the IPO, the Company consummated the issuance and sale (“Private Placement”) of 6,100,000 warrants (the “Placement Warrants”) in a private placement transaction at a price of $1.25 per Placement Warrant, generating gross proceeds of $7,625,000. The Placement Warrants were purchased by Cantor (805,000 Placement Warrants), Cohen (345,000 Placement Warrants) and Sponsor (4,950,000 Placement Warrants). Each whole Placement Warrant will be exercisable to purchase one share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants will be added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will be worthless. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On June 15, 2021, the Sponsor purchased 5,031,250 shares (the “Founder Shares”) of the Company’s Class B ordinary shares, par value $0.0001 (“Class B ordinary shares”) for an aggregate price of $25,000. The Founder Shares will automatically convert into shares of Class A ordinary shares at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 8. Holders of Founder Shares may also elect to convert their shares of Class B ordinary shares into an equal number of shares of Class A ordinary shares, subject to adjustment, at any time. The initial shareholders agreed to forfeit up to 656,250 Founder Shares to the extent that the 45-day over-allotment The initial shareholders will agree, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day Related Party Loans On June 15, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan was non-interest bearing At In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.25 per warrant. The warrants would be identical to the Private Placement Warrants. Support Services The Company intends to pay for services related to office space a fee of up to $10,000 per month following the consummation of the IPO until the earlier of the consummation of the Business Combination or liquidation. As of March 31, 2022, $3 0 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A ordinary shares) pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period Underwriting Agreement The Company granted the underwriters a 45-day option The underwriters were paid a cash underwriting discount of $0.20 per unit, or $2,875,000 in the aggregate at the closing of the IPO (which includes $375,000 related to the exercise of the over-allotment option), of which $775,549 was reimbursed to the Company to pay for additional advisors and expenses. In addition, the underwriters are entitled to a deferred underwriting commissions of $0.50 per unit, or $7,187,500 (which includes $937,500 related to the exercise of the over-allotment option) from the closing of the IPO. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely if the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Shareholder's Equity
Shareholder's Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholder's Equity | Note 7 — Shareholders’ Equity Ordinary shares Class A Ordinary shares were -0- (excluding Class B Ordinary shares underwriters’ 45-day over-allotment Holders of shares of Class A ordinary shares and shares of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders. The shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, an as-converted basis, Preference Shares |
Warrant Liabilities
Warrant Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Warrant [Abstract] | |
Warrant Liabilities | Note 8 — Warrant Liabilities Warrants — Redemption of warrants when the price per Class A ordinary shares equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the “30-day redemption • if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $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”) for any 20 trading days within a 30-trading We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor, Canto, Cohen or their permitted transferees. The “fair market value” of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. Any redemption of the warrants for Class A ordinary shares will apply to both the public warrants and the private placement warrants. No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled “Description of Securities — Warrants — Public Shareholders’ Warrants” for additional information. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Warrants and the shares of Ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so The exercise price and number of shares of ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of Ordinary shares at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional shares of ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of ordinary shares (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 initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates 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 greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of ordinary shares or equity-linked securities. The Company accounts for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, Derivatives Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option The accounting treatment of derivative financial instruments required that the Company record a derivative liability upon issuance of the warrants at the closing of the IPO. Accordingly, the Company classified each warrant as a liability at its fair value. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined with the assistance of a professional independent valuation firm. The warrant liability is subject to remeasurement at each balance sheet date. With each such re-measurement, the |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At March 31, 2022 and December 31, 2021, assets held in the Trust Account were comprised of $146,642,494 and $146,627,729, respectively, in cash in U.S. Treasury Securities mutual funds. At March 31, 2022 and December 31, 2021, there were 7,187,500 Public Warrants and 6,100,000 Private Placement Warrants outstanding. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. MARCH 31, 2022 : Description Level Quoted Prices Significant Significant Assets: U.S. Treasury Securities 1 $ 146,642,494 — — Liabilities: Warrant Liability — Public Warrants 1 $ 1,868,750 — — Warrant Liability — Private Warrants 2 — $ 1,708,000 — DECEMBER 31, 2021 : Description Level Quoted Prices Significant Significant Assets: U.S. Treasury Securities 1 $ 146,627,729 — — Liabilities: Warrant Liability — Public Warrants 1 $ 3,521,156 — Warrant Liability — Private Warrants 3 — — $ 3,007,300 The Company has determined that warrants issued in connection with its initial public offering in October 2021 are subject to treatment as a liability. The estimated fair value of the warrant liability is determined using Level 1 and Level 2 inputs. The key assumptions in the option pricing model utilized are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The expected volatility as of the IPO Closing Date was derived from observable public warrant pricing on comparable ‘blank check’ companies that recently went public in 2020 and 2021. The risk-free interest rate is based on the interpolated U.S. Constant Maturity Treasury yield. The expected term of the warrants is assumed to be six months until the close of a Business Combination, and the contractual five-year term subsequently. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. At March 31, 2022 and December 31, 2021, the Public Warrants had adequate trading volume to provide a reliable indication of value. The Public Warrants were valued at $0.26 and $0.49 at March 31, 2022 and December 31, 2021, respectively. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since December 6, 2021. The fair value of the Private Placement Warrants has subsequently been measured by reference to the trading price of the Public Warrants, which is considered to be a Level 2 fair value measurement. The Company recognized a charge to other income resulting from a decrease in the fair value of liabilities of $2,951,706 presented as change in fair value of warrants on the accompanying statement of operations. The aforementioned warrant liabilities are not subject to qualified hedge accounting. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The following table provides quantitative information regarding Level 3 fair value measurements at December 31, 2021. The change in volatility is due to changes in the comparable companies, mainly the inclusion of the value of the Company’s Public Warrants since the closing of the IPO. December 31, 2021 Stock Price $ 9.92 Exercise Price $ 11.50 Redemption trigger price $ 18.00 Term (years) 5.79 Probability of Acquisition 100.00 % Volatility 8.2 % Risk Free Rate 1.32 % Dividend Yield 0 The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period from March 29, 2021 (inception) through March 31, 2022 is summarized as follows: Derivative warrant liabilities at March 29, 2021 (inception) $ — Issuance of Private Warrants - Level 3 measurements 5,843,800 Change in fair value of derivative warrant liabilities with Level 3 inputs (2,836,500 ) Derivative warrant liabilities at December 31, 2021 with Level 3 inputs $ 3,007,300 Transfer out of level 3 (3,007,300 ) Derivative warrant liabilities at March 31, 2022 with Level 3 inputs $ — At March 31, 2022 and December 31, 2021, the fair value of the private warrants was |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with 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 accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, |
Emerging Growth Company | Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ partial exercise of the over-allotment option, amounted to $10,580,891 (including $1,312,500 of underwriting fees charged on the over-allotment exercise). Of this amount, $10,030,391 was charged to reduce the carrying amount of Class A Redeemable shares upon the completion of the IPO and $550,500 was expensed due to allocating certain offering costs to the warrant liability. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
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 Deposit Insurance Corporation coverage limit of |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued non-current net-cash |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed 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 statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. There is currently no taxation imposed by the Government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, 14,375,000 shares of Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable 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 ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 143,750,000 Less: Proceeds allocated to Public Warrants (6,842,500 ) Class A ordinary shares issuance costs (10,030,391 ) Plus: Accretion of carrying value to redemption value 19,747,891 Class A ordinary shares subject to possible redemption as of December 31, 2021 146,625,000 Plus: Remeasurement of Class A ordinary shares to redemption value 17,519 Class A ordinary shares subject to possible redemption, as of March 31, 2022 $ 146,642,519 |
Net Income per ordinary Share | Net Income per ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B Ordinary shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 13,287,500 Ordinary shares at $11.50 per share were issued on October 18, 2021. At Mach 31, 2022, no Public Warrants or Private Placement Warrants have been exercised. The 13,287,500 potential shares of Class A ordinary shares for outstanding Public Warrants and Private Placement Warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three months ended March 31, 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary shares is the same as basic net income per ordinary shares for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of share. For the three months ended March 31, 2022 Basic and diluted net income per share: Class A Ordinary shares Class B Ordinary shares Numerator: Allocation of net income, including accretion of temporary equity $ 1,986,162 $ 695,156 Denominator: Weighted average shares outstanding 14,375,000 5,031,250 Basic and dilution net income per share $ 0.14 $ 0.14 |
Accounting for Warrants | Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument 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, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for liability accounting treatment. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of the Common Stock Subject To Possible Redemption | At March 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 143,750,000 Less: Proceeds allocated to Public Warrants (6,842,500 ) Class A ordinary shares issuance costs (10,030,391 ) Plus: Accretion of carrying value to redemption value 19,747,891 Class A ordinary shares subject to possible redemption as of December 31, 2021 146,625,000 Plus: Remeasurement of Class A ordinary shares to redemption value 17,519 Class A ordinary shares subject to possible redemption, as of March 31, 2022 $ 146,642,519 |
Schedule of Earnings Per Share, Basic and Diluted | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of share. For the three months ended March 31, 2022 Basic and diluted net income per share: Class A Ordinary shares Class B Ordinary shares Numerator: Allocation of net income, including accretion of temporary equity $ 1,986,162 $ 695,156 Denominator: Weighted average shares outstanding 14,375,000 5,031,250 Basic and dilution net income per share $ 0.14 $ 0.14 |
Fair Value Measurements - (Tabl
Fair Value Measurements - (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of the Company's assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. MARCH 31, 2022 : Description Level Quoted Prices Significant Significant Assets: U.S. Treasury Securities 1 $ 146,642,494 — — Liabilities: Warrant Liability — Public Warrants 1 $ 1,868,750 — — Warrant Liability — Private Warrants 2 — $ 1,708,000 — DECEMBER 31, 2021 : Description Level Quoted Prices Significant Significant Assets: U.S. Treasury Securities 1 $ 146,627,729 — — Liabilities: Warrant Liability — Public Warrants 1 $ 3,521,156 — Warrant Liability — Private Warrants 3 — — $ 3,007,300 |
Summary of the Company's Public Warrants since the closing of the IPO | The following table provides quantitative information regarding Level 3 fair value measurements at December 31, 2021. The change in volatility is due to changes in the comparable companies, mainly the inclusion of the value of the Company’s Public Warrants since the closing of the IPO. December 31, 2021 Stock Price $ 9.92 Exercise Price $ 11.50 Redemption trigger price $ 18.00 Term (years) 5.79 Probability of Acquisition 100.00 % Volatility 8.2 % Risk Free Rate 1.32 % Dividend Yield 0 |
Summary of changes in the fair value of Level 3 warrant liabilities | The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period from March 29, 2021 (inception) through March 31, 2022 is summarized as follows: Derivative warrant liabilities at March 29, 2021 (inception) $ — Issuance of Private Warrants - Level 3 measurements 5,843,800 Change in fair value of derivative warrant liabilities with Level 3 inputs (2,836,500 ) Derivative warrant liabilities at December 31, 2021 with Level 3 inputs $ 3,007,300 Transfer out of level 3 (3,007,300 ) Derivative warrant liabilities at March 31, 2022 with Level 3 inputs $ — At March 31, 2022 and December 31, 2021, the fair value of the private warrants was |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Oct. 18, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Entity incorporation, Date of incorporation | Mar. 29, 2021 | ||
Proceeds from issuance of warrants | $ 750,000 | ||
Business combination, Consummation date | Jan. 18, 2023 | ||
Per share value of restricted assets | $ 10.20 | ||
Term of restricted investments | 180 days | ||
Temporary equity, Redemption price per share | $ 10.20 | ||
Minimum net worth required for compliance | $ 5,000,001 | ||
Percentage of public shares restricted from redemption | 15.00% | ||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | ||
Number of days within which the public shares shall be redeemed | 10 days | ||
Liquidation basis of accounting, Accrued costs to dispose of assets and liabilities | $ 100,000 | ||
Cash at bank | 473,257 | $ 658,747 | |
Net working capital | 807,250 | ||
Assets Held-in-trust, Noncurrent | 146,642,494 | $ 146,627,729 | |
Interest Receivable Out Of Deposits Held In Trust Account | $ 14,765 | ||
Minimum [Member] | |||
Prospective assets of acquiree as a percentage of fair value of assets in the trust account | 80.00% | ||
Equity method investment, Ownership percentage | 50.00% | ||
IPO [Member] | |||
Proceeds from issuance initial public offering | $ 2,875,000 | ||
Total offering costs | $ 10,580,891 | ||
Payments for underwriting expense | 2,099,451 | ||
Deferred compensation liability, Classified, Noncurrent | 7,187,500 | ||
Other offering costs | 1,293,940 | ||
Payments to acquire restricted investment | $ 146,625,000 | ||
Per share value of restricted assets | $ 10.20 | ||
Reimbursement of offering costs received from the underwriters | $ 775,549 | ||
Over-Allotment Option [Member] | |||
Proceeds from issuance initial public offering | $ 375,000 | ||
Proceeds from issuance of common stock | 18,750,000 | ||
Private Placement [Member] | |||
Proceeds from issuance of warrants | 7,625,000 | ||
Common Class A [Member] | |||
Proceeds from issuance initial public offering | $ 125,000,000 | ||
Temporary equity, Redemption price per share | $ 10.20 | $ 10.20 | |
Common Class A [Member] | IPO [Member] | |||
Stock issued during period, Shares | 12,500,000 | ||
Shares issued, Price per share | $ 10 | ||
Common Class A [Member] | Over-Allotment Option [Member] | |||
Stock issued during period, Shares | 1,875,000 | ||
Shares issued, Price per share | $ 10 | ||
Private Placement Warrants [Member] | Sponsor [Member] | |||
Class of warrant or right issued during period, Warrants | 600,000 | ||
Private Placement Warrants [Member] | Private Placement [Member] | |||
Class of warrant or right issued during period, Warrants | 6,100,000 | ||
Class of warrant or right issued during period, Warrants, Price per warrant | $ 1.25 | ||
Private Placement Warrants [Member] | Private Placement [Member] | Sponsor Cantor And Cohen [Member] | |||
Class of warrant or right issued during period, Warrants | 5,500,000 | ||
Class of warrant or right issued during period, Warrants, Price per warrant | $ 1.25 | ||
Proceeds from issuance of warrants | $ 6,875,000 | ||
Private Placement Warrants [Member] | Private Placement [Member] | Sponsor [Member] | |||
Class of warrant or right issued during period, Warrants | 4,950,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Oct. 18, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Adjustments to additional paid in capital, stock issued issuance costs | $ 10,030,391 | ||
Offering costs allocated to warrant liabilities | $ 550,500 | ||
Cash federal depository insurance coverage limit | $ 250,000 | ||
Unrecognized tax benefits | $ 0 | ||
Class of warrants or rights exercise price per share | $ 11.50 | ||
Class of warrant or right number of securities called by each warrant or right | 13,287,500 | ||
Derivative warrant liability | $ 3,576,750 | $ 6,528,456 | |
Common Class A [Member] | |||
Antidilutive securities excluded from the computation of earnings per share | 13,287,500 | ||
Temporary equity shares outstanding | 14,375,000 | 14,375,000 | |
Public Warrants [Member] | |||
Class of warrant or right number of securities called by each warrant or right | 0 | ||
Private Placement Warrants [Member] | |||
Class of warrant or right number of securities called by each warrant or right | 0 | ||
Private Placement Warrants [Member] | Common Class A [Member] | |||
Class of warrants or rights exercise price per share | $ 11.50 | ||
Class of warrant or right number of securities called by each warrant or right | 1 | ||
Cash [Member] | |||
Cash and cash equivalents, at carrying value | $ 0 | $ 0 | |
Intial Public Offering Including Over Allotment Option [Member] | |||
Offering costs | $ 10,580,891 | ||
Over-Allotment Option [Member] | |||
Underwriter fee | $ 1,312,500 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of the Common Stock Subject To Possible Redemption (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Reconciliation Of Cash Flow From Common Stock Subject To Possible Redemption To Redemption Value [Line Items] | ||
Plus: Remeasurement of Class A ordinary shares to redemption value | $ 17,519 | |
Common Class A [Member] | ||
Reconciliation Of Cash Flow From Common Stock Subject To Possible Redemption To Redemption Value [Line Items] | ||
Gross proceeds | 143,750,000 | $ 143,750,000 |
Proceeds allocated to Public Warrants | (6,842,500) | (6,842,500) |
Class A ordinary shares issuance costs | (10,030,391) | (10,030,391) |
Plus: Accretion of carrying value to redemption value | 19,747,891 | 19,747,891 |
Class A ordinary shares subject to possible redemption | 146,642,519 | $ 146,625,000 |
Plus: Remeasurement of Class A ordinary shares to redemption value | $ 17,519 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Numerator: | |
Allocation of net income, including accretion of temporary equity | $ 2,681,318 |
Common Class A [Member] | |
Numerator: | |
Allocation of net income, including accretion of temporary equity | $ 1,986,162 |
Denominator: | |
Weighted average shares outstanding | shares | 14,375,000 |
Basic and dilution net income per share | $ / shares | $ 0.14 |
Common Class B [Member] | |
Numerator: | |
Allocation of net income, including accretion of temporary equity | $ 695,156 |
Denominator: | |
Weighted average shares outstanding | shares | 5,031,250 |
Basic and dilution net income per share | $ / shares | $ 0.14 |
Initial Public Offering and O_2
Initial Public Offering and Over - Allotment - Additional Information (Details) | Oct. 18, 2021$ / sharesshares |
Class of warrant or right number of securities called by each warrant or right | 13,287,500 |
Class of warrant or right exercise price of warrants or rights | $ / shares | $ 11.50 |
Common Class A [Member] | |
Common stock conversion basis | Each Unit consists of one share of Class A Ordinary shares (such shares of Class A Ordinary shares included in the Units being offered, the “Public Shares”), and one-half a redeemable warrant (each, a “Public Warrant”). |
Common Class A [Member] | Public Warrant [Member] | |
Class of warrant or right number of securities called by each warrant or right | 1 |
Class of warrant or right exercise price of warrants or rights | $ / shares | $ 11.50 |
IPO and Over Allotment Option [Member] | Common Class A [Member] | |
Stock issued during period, Shares | 14,375,000 |
IPO [Member] | Common Class A [Member] | |
Stock issued during period, Shares | 12,500,000 |
Shares issued, Price per share | $ / shares | $ 10 |
Over Allotment Option Member | Common Class A [Member] | |
Stock issued during period, Shares | 1,875,000 |
Shares issued, Price per share | $ / shares | $ 10 |
Private Placement Warrants - Ad
Private Placement Warrants - Additional Information (Details) - USD ($) | Oct. 18, 2021 | Mar. 31, 2022 |
Proceeds from issuance of warrants | $ 750,000 | |
Class of warrant or right number of securities called by each warrant or right | 13,287,500 | |
Class of warrant or right exercise price of warrants or rights | $ 11.50 | |
Private Placement Warrants [Member] | ||
Class of warrant or right number of securities called by each warrant or right | 0 | |
Private Placement Warrants [Member] | Sponsor [Member] | ||
Class of warrant or right issued during period, Warrants | 600,000 | |
Private Placement Member | ||
Proceeds from issuance of warrants | $ 7,625,000 | |
Private Placement Member | Private Placement Warrants [Member] | ||
Class of warrant or right issued during period, Warrants | 6,100,000 | |
Class of warrant or right issued during period, Warrants, Price per warrant | $ 1.25 | |
Private Placement Member | Private Placement Warrants [Member] | Cantor [Member] | ||
Class of warrant or right issued during period, Warrants | 805,000 | |
Private Placement Member | Private Placement Warrants [Member] | Cohen [Member] | ||
Class of warrant or right issued during period, Warrants | 345,000 | |
Private Placement Member | Private Placement Warrants [Member] | Sponsor [Member] | ||
Class of warrant or right issued during period, Warrants | 4,950,000 | |
Common Class A [Member] | Private Placement Warrants [Member] | ||
Class of warrant or right number of securities called by each warrant or right | 1 | |
Class of warrant or right exercise price of warrants or rights | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Oct. 18, 2021 | Jun. 15, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||||
Common stock, terms of conversion | Holders of Founder Shares may also elect to convert their shares of Class B ordinary shares into an equal number of shares of Class A ordinary shares, subject to adjustment, at any time. | |||
Lock up period | 1 year | |||
Notes payable, related parties, current | $ 0 | $ 0 | ||
Related party transaction, amounts of transaction | $ 10,000 | |||
Working Capital Loans [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument, convertible, carrying amount of equity component | $ 1,500,000 | |||
Debt instrument, convertible, conversion price | $ 1.25 | |||
Common Class A [Member] | ||||
Related Party Transaction [Line Items] | ||||
Common stock, Par or stated value per share | 0.0001 | $ 0.0001 | ||
Common Class A [Member] | Restriction On Transfer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Share price | $ 12 | |||
Number of trading days determining share price | 20 days | |||
Number of consecutive trading days determining share price | 30 days | |||
Threshold number of trading days determining share price | 150 days | |||
Common Class B [Member] | ||||
Related Party Transaction [Line Items] | ||||
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Common Class B [Member] | Over-Allotment Option [Member] | ||||
Related Party Transaction [Line Items] | ||||
Common stock, other shares, outstanding | 656,250 | |||
Option vesting period | 45 days | |||
Shares forfeited during period, Shares | 0 | |||
Sponsor [Member] | Promissory Note [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument, face amount | $ 300,000,000,000 | |||
Sponsor [Member] | Founder Shares [Member] | Common Class B [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stock issued during period, shares, issued for services | 5,031,250 | |||
Common stock, Par or stated value per share | $ 0.0001 | |||
Stock issued during period, value, issued for services | $ 25,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Oct. 18, 2021 | Mar. 31, 2022 |
Underwriting Agreement [Member] | ||
Deferred underwriting fee per unit | $ 0.50 | |
Deferred underwriting fee payable | $ 7,187,500 | |
Over-Allotment Option [Member] | ||
Proceeds from issuance initial public offering | 375,000 | |
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||
Deferred underwriting fee payable | $ 937,500 | |
IPO [Member] | ||
Underwriting discount | $ 0.20 | |
Proceeds from issuance initial public offering | $ 2,875,000 | |
Reimbursement of additional advisors and expenses paid | $ 775,549 | |
Common Class A [Member] | ||
Proceeds from issuance initial public offering | $ 125,000,000 | |
Common Class A [Member] | Over-Allotment Option [Member] | ||
Stock issued during period, Shares | 1,875,000 | |
Shares issued pice per share | $ 10 | |
Common Class A [Member] | Over-Allotment Option [Member] | Maximum [Member] | ||
Overallotment option vesting period | 45 days | |
Stock issued during period, Shares | 1,875,000 | |
Common Class A [Member] | IPO [Member] | ||
Stock issued during period, Shares | 12,500,000 | |
Shares issued pice per share | $ 10 |
Shareholder's Equity - Addition
Shareholder's Equity - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2022$ / sharesshares | Dec. 31, 2021$ / sharesshares | |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, Shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Temporary equity shares outstanding | 14,375,000 | 14,375,000 |
Common Class B [Member] | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 5,031,250 | 5,031,250 |
Common stock, shares outstanding | 5,031,250 | 5,031,250 |
Common stock voting rights | one vote | |
Common shares subject to forfeiture | 0 | |
Overallotment option vesting period | 45 days | |
Percentage of number of shares of common stock outstanding | 20 | |
Preferred Stock [Member] | ||
Preferred stock shares authorized | 2,000,000 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Share Price Equals or Exceeds USD Eighteen Per share [Member] | |
Share price | $ 18 |
Class of warrants, redemption price per unit | $ 0.01 |
Class of warrants, redemption notice period | 30 days |
Number of consecutive trading days for determining share price | 20 days |
Number of trading days for determining share price | 30 days |
Public Warrants [Member] | Minimum [Member] | |
Minimum lock in period required for warrant exercise from the date of business combination | 30 days |
Public Warrants [Member] | Share Price Equal or Less Nine Point Two Rupees Per Dollar [Member] | |
Number of consecutive trading days for determining share price | 20 days |
Common Class A [Member] | Share Price Equal or Less Nine Point Two Rupees Per Dollar [Member] | |
Share price | $ 9.20 |
Minimum percentage gross proceeds required from issuance of equity | 60.00% |
Class of warrant or right exercise price adjustment percentage higher of market value | 115.00% |
Common Class A [Member] | Share Price Equals or Exceeds USD Eighteen Per share [Member] | |
Share price | $ 18 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Held-in-trust, Noncurrent | $ 146,642,494 | $ 146,627,729 |
Change in fair value of warrants | $ 2,951,706 | |
Public Warrant Member [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Class of Warrant or Right, Outstanding | 7,187,500 | 7,187,500 |
Private Placement Warrants Member [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Class of Warrant or Right, Outstanding | 6,100,000 | 6,100,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary the Company's Assets that are Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. Treasury Securities | $ 146,642,494 | $ 146,627,729 |
Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | Public Warrant Member [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liability | 1,868,750 | 3,521,156 |
Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | Private Placement Warrants Member [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. Treasury Securities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | Public Warrant Member [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | Private Placement Warrants Member [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liability | 1,708,000 | 0 |
Fair Value, Inputs, Level 3 [Member] | US Treasury Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. Treasury Securities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | Private Placement Warrants Member [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liability | $ 0 | $ 3,007,300 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary the Company's Assets that are Measured at Fair Value on a Recurring Basis (Parentheticals) (Details) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 1 [Member] | Public Warrant Member [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Class of warrants or rights fair value per unit | 0.26% | 0.49% |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of the Company's Public Warrants Since the Closing of the IPO (Details) - Private Placement Warrants Member [Member] | Dec. 31, 2021sharesyr |
Measurement Input, Share Price [Member] | |
Disclosure Of Measurement Inputs For Private Warrants [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 9.92 |
Measurement Input, Exercise Price [Member] | |
Disclosure Of Measurement Inputs For Private Warrants [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 11.50 |
Redemption Trigger Price [Member] | |
Disclosure Of Measurement Inputs For Private Warrants [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 18 |
Measurement Input, Expected Term [Member] | |
Disclosure Of Measurement Inputs For Private Warrants [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | yr | 5.79 |
Probability Of Acquistion [Member] | |
Disclosure Of Measurement Inputs For Private Warrants [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 1 |
Measurement Input, Price Volatility [Member] | |
Disclosure Of Measurement Inputs For Private Warrants [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.082 |
Measurement Input, Risk Free Interest Rate [Member] | |
Disclosure Of Measurement Inputs For Private Warrants [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.0132 |
Measurement Input, Expected Dividend Rate [Member] | |
Disclosure Of Measurement Inputs For Private Warrants [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of the Changes in the Fair Value of Level 3 Warrant Liabilities (Details) - Warrant [Member] - Derivative [Member] - USD ($) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative warrant liabilities | $ 3,007,300 | $ 0 |
Change in fair value of derivative warrant liabilities with Level 3 inputs | (2,836,500) | |
Transfer out of level 3 | (3,007,300) | |
Derivative warrant liabilities | $ 0 | 3,007,300 |
Private Placement Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Issuance of Private Warrants - Level 3 measurements | $ 5,843,800 |
Fair Value Measurements - Sum_5
Fair Value Measurements - Summary of the Changes in the Fair Value of Level 3 Warrant Liabilities (Parentheticals) (Details) | Mar. 31, 2022 | Dec. 31, 2021 |
Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants Member [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Class of warrants or rights fair value per unit | 0.28% | 0.493% |