QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices)
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Zip Code
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Title of Each Class |
Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Large accelerated filer
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☐
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Accelerated filer
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☐
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☒
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Smaller reporting company
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Emerging growth company
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Page
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26 |
Item 1. |
Financial Statements
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March 31,
2022 |
December 31,
2021 |
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(Unaudited) |
(Audited) |
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Assets
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Current assets:
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Cash
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$
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$
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Prepaid expenses
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Total current assets
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Prepaid expenses – non-current
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Cash held in trust account
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Total assets
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$
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$
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Liabilities, redeemable ordinary shares and shareholders’ deficit
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Current liabilities:
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Accounts payable and accrued expenses
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$
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$
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Due to related party |
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Promissory note – related party |
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Total current liabilities
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Warrant liabilities
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Deferred underwriting discount
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Total liabilities
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Commitments and contingencies (See Note 6)
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Class A ordinary shares subject to possible redemption,
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Shareholders’ deficit:
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Preference shares, $
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Class A ordinary shares, $
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Class B ordinary shares, $
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Additional paid-in capital
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Accumulated deficit
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(
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)
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(
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)
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Total shareholders’ deficit
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(
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(
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)
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Total liabilities, redeemable ordinary shares and shareholders’ deficit
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$
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$
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For the three months ended |
For the three months ended | |||||||
March 31, 2022 | March 31, 2021 |
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Formation and operating costs
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$
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$ | |||||
Loss from operations
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(
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)
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( |
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Other income (expense):
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Dividend earned on trust account
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Change in fair value of warrant liabilities
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Offering expenses related to warrant issuance
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( |
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Total other income (expense), net
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( |
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Net income (loss)
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$
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$ | ( |
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Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption
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Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption
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$ | $ | ( |
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Basic and diluted weighted average shares outstanding, Class B ordinary shares
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Basic and diluted net income (loss) per share, Class B ordinary shares
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$
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$ | ( |
) |
Ordinary Shares
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Total | |||||||||||||||||||||||||||
Class A
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Class B
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Additional
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Accumulated
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Shareholders’
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Shares
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Amount
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Shares
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Amount
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Paid-In Capital
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Deficit
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Deficit
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Balance as of January 1, 2022
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$
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$
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$
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$
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(
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)
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$
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(
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)
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Net income
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—
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—
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Balance as of
March 31, 2022 |
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$
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$
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$
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$
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(
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)
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$
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(
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)
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Ordinary Shares
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Total | |||||||||||||||||||||||||||
Class A
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Class B
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Additional
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Accumulated
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Shareholders’
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Shares
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Amount
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Shares
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Amount
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Paid-In Capital
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Deficit
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Deficit
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Balance as of January 1, 2021
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$
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$
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$
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$
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(
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)
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$
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Sale of Units in Initial Public Offering
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—
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Ordinary share subject to redemption
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( |
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Private placement warrants
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—
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—
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Measurement adjustment value of Class A to redemption value
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—
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—
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—
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—
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(
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)
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(
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(
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Net loss
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—
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(
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(
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Balance as of
March 31, 2021 |
—
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$
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$
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$
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$
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(
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)
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$
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(
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)
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For the three months ended |
For the three months ended |
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March 31, 2022 |
March 31, 2021
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Cash Flows from Operating Activities:
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Net income (loss)
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$
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$ | ( |
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Adjustments to reconcile net income (loss) to net cash used in operating activities:
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Dividend earned on Trust account | ( |
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Change in fair value of warrant liability
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(
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(
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Offering costs allocated to warrants
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Changes in current assets and current liabilities:
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Prepaid assets
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(
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Accounts payable and accrued expenses
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Net cash used in operating activities
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(
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(
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Cash Flows from Investing Activities:
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Investment of cash into trust account
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(
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Net cash used in investing activities
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(
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Cash Flows from Financing Activities:
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Proceeds from initial public offering, net of underwriters’ discount
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Proceeds from issuance of private placement warrants
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Payments of offering costs
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(
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Net cash provided by financing activities
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Net Change in Cash
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(
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Cash - Beginning
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Cash - Ending
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$
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$ | |||||
Supplemental disclosure of non-cash financing activities:
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Initial value of Class A Ordinary Shares subject to possible redemption
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$
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$ | |||||
Initial value of warrant liabilities |
$
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$ | |||||
Deferred offering costs paid by sponsor in exchange for founder shares
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$
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$ |
For the three months ended
March 31, 2022
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For the three months ended
March 31, 2021
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Class A
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Class B
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Class A
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Class B
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Basic and diluted net income (loss) per share:
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Numerator:
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Allocation of net income (loss)
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$
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$
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$
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(
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$
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(
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Denominator:
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Weighted-average shares outstanding
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Basic and diluted net income (loss) per share
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$
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$
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$ | ( |
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$
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(
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Gross proceeds from IPO
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$
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Less:
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Proceeds allocated to Public Warrants
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(
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Ordinary share issuance costs
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(
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Plus:
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Re-measurement of carrying value to redemption value
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Contingently redeemable ordinary share
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$
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● |
in whole and not in part;
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at a price of $
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upon not less than
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● |
if, and only if, the reported closing price of the ordinary shares equals or exceeds $
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in whole and not in part;
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at a price of $
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upon not less than
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if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $
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if the Reference Value is less than $
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Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
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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
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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.
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March 31,
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Quoted
Prices In
Active
Markets |
Significant
Other
Observable
Inputs |
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2022
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(Level 1)
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(Level 2)
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Description
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Assets:
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Cash held in trust account
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$
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$
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$
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Liabilities:
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Public Warrants
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Private Warrants |
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Total |
$ | $ | $ |
December 31,
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Quoted
Prices In
Active
Markets
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Significant
Other
Observable
Inputs
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2021
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(Level 1)
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(Level 2)
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Description
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Assets:
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Cash held in trust account
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$
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$
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$
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Liabilities:
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Public Warrants
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Private Warrants
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Total
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$
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$
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$
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March 31, 2022
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December 31, 2021
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Share price
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$
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$
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Strike price
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$
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$
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Term (in years)
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Volatility
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%
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%
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Risk-free rate
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%
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%
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Dividend yield
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%
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%
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Public
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Private
Placement
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Redeemable
(over-
allotment)
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Private Placement
(over-allotment)
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Warrant Liabilities
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Fair value as of December 31, 2021
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$
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$
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$
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$
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$
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Change in valuation inputs or other assumptions
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(
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)
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(
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)
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(
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)
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(
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)
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(
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)
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Fair value as of March 31, 2022
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Fair value at December 31, 2021 – Private Warrants
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Change in fair value
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(
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)
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||
Fair Value at March 31, 2022 – Private Warrants
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$
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Exhibit Number
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Description
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Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
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101.INS
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XBRL Instance Document.
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101.SCH
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XBRL Taxonomy Extension Schema Document.
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document.
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document.
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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* |
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
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By:
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/s/ Phillip C. Caputo
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Name:
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Phillip C. Caputo
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Title:
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Chief Financial Officer
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1. |
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 of Disruptive Acquisition Corporation I;
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4. |
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the registrant and have:
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a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b. |
[Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313];
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c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
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d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5. |
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the
audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial information; and
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b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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Date: May 19, 2022
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/s/ Alexander J. Davis
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Alexander J. Davis
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Chief Executive Officer
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(Principal Executive Officer)
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1. |
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 of Disruptive Acquisition Corporation I;
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4. |
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the registrant and have:
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a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b. |
[Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313];
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c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
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d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5. |
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the
audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial information; and
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b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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Date: May 19, 2022
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/s/ Phillip C. Caputo
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Phillip C. Caputo
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Chief Financial Officer
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(Principal Financial Officer)
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(1) |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: May 19, 2022
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/s/ Alexander J. Davis
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Alexander J. Davis
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Chief Executive Officer
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(Principal Executive Officer)
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(1) |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: May 19, 2022
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/s/ Phillip C. Caputo
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Phillip C. Caputo
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Chief Financial Officer
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(Principal Financial Officer)
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Organization and Business Operations |
3 Months Ended |
---|---|
Mar. 31, 2022 | |
Organization and Business Operations [Abstract] | |
Organization and Business Operations |
Note 1 — Organization, Business Operations and Going Concern
Organization and General
Disruptive Acquisition Corporation I (the “Company”) was incorporated as a Cayman Islands exempted company on December 29, 2020. The Company was incorporated
for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific
Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to the Business Combination.
As of March 31, 2022, the Company had not yet commenced any operations. All activity through March 31, 2022 related to the Company’s formation and its initial public
offering (the “Initial Public Offering”), as described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating
income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
Financing
The registration statement for the Company’s Initial Public Offering was declared effective on March 23, 2021 (the “Effective Date”). On March 26, 2021, the
Company consummated the Initial Public Offering of 25,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and of one redeemable warrant of the Company (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50
per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $250,000,000.
Substantially concurrently with the closing of the Initial Public Offering, the Company completed the private sale (the “Private Placement”)
of 4,666,667 warrants (the “Private Placement Warrants,” and together with the Public Warrants, the “Warrants”) to Disruptive Acquisition Sponsor I, LLC (the “Sponsor”) at a purchase price of $1.50
per Private Placement Warrant, generating gross proceeds to the Company of $7,000,000.
In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 3,750,000 additional units to cover over-allotments (the “Option Units”), if any. On May 5, 2021, the underwriters purchased an additional 2,500,000 Option Units pursuant to the partial exercise of the Over-Allotment Option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $25,000,000. Also in connection with the partial exercise of the Over-Allotment Option, the Sponsor purchased an additional 333,333 Private Placement Warrants at a purchase price of $1.50 per Warrant, generating gross
proceeds to the Company of $500,000.
Trust Account
Following the closing of the Initial Public Offering on March 26, 2021, an
amount of $250,000,000 from the net proceeds of the sale of the Units in the Initial Public
Offering has been placed in a trust account (the “Trust Account”). On May 6, 2021, in connection with the partial exercise of the Over-Allotment Option, an additional $25,000,000 from the net proceeds of the sale of the Option Units was placed in the Trust Account, for an aggregate of $275,000,000 of net proceeds placed in the Trust Account. The proceeds are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund
meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the
proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (a)
the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the
redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from
the closing of the Initial Public Offering, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have
priority over the claims of the Company’s public shareholders.
Initial Business Combination
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public
Offering, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination.
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 discount and taxes payable) 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 that the Company will be able to complete a Business Combination successfully.
Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Initial Public Offering, including the proceeds of the Private Placement
Warrants, will be held in the Trust Account and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which
invest only in direct U.S. government treasury obligations. The Company will not be permitted to withdraw any of the principal or interest held in the Trust Account, except for the withdrawal of interest to pay the Company’s taxes and up to $100,000 to pay dissolution expenses, as applicable, if any, until the earliest of (i) the completion of the initial Business Combination, (ii) the
redemption of the public shares if the Company is unable to complete the initial Business Combination within 24 months from the
closing of the Initial Public Offering (as such period may be extended pursuant to a shareholder vote, the “Combination Period”), subject to applicable law, or (iii) the redemption of the public
shares properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow
redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not
consummated the initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A Ordinary Shares upon the completion of the initial
Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval
of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account calculated as of
business days prior to the consummation of the initial Business Combination,
including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the taxes, divided by the number of then outstanding public shares. The amount in the Trust Account is initially anticipated to be
$10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be
reduced by the deferred underwriting discount the Company will pay to the underwriters of the Initial Public Offering.The Class A ordinary shares subject to redemption are recorded at a redemption value and were classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such
case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such
consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.
The Company will have 24 months from the closing of
the Initial Public Offering (as the same may be extended pursuant to a shareholder vote) to complete the initial Business Combination. However, if the Company is unable to complete the initial Business
Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned
on the funds held in the Trust Account (less tax payable and up to $100,000 of interest to pay dissolution expenses) divided by the
number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, and subject to the Company’s obligations under Cayman Islands
law, in the case of clauses (ii) and (iii), provide for claims of creditors and in all cases subject to the other requirements of applicable law.
The Sponsor, officers and directors have agreed, pursuant to a letter agreement with the Company, to (i) waive their redemption rights with respect to their Founder
Shares (as described in Note 5) and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder
vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or
to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within the Combination Period
or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares
if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails
to complete the initial Business Combination within the Combination Period and (iv) vote any Founder Shares held by them and any public shares purchased during or after the Initial Public Offering
(including in open market and privately-negotiated transactions) in favor of the initial Business Combination.
The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than Marcum LLP, the Company’s independent
auditor) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement,
reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per
public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to
reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust
Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor
has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.
None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Liquidity and Going Concern
As of March 31, 2022, the Company had cash outside the Trust Account of $29,079
available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem
ordinary shares. As of March 31, 2022, none of the amount in the Trust Account was available to be withdrawn as described above.
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 Sponsor, officers and directors 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.
On
November 15, 2021, the Company issued an unsecured promissory note (the “Note”) in the amount of up to $250,000 to an affiliate of
the Sponsor. The proceeds of the Note, which may be drawn down from time to time until the Company consummates its initial Business Combination, will be used for general working capital purposes. The Note bears no interest and is payable in
full upon the earlier to occur of (i) (24) months from the closing of the Initial Public Offering (or such later date as may be extended in accordance with the terms of the Company’s amended and restated memorandum and articles of association) or
(ii) the consummation of the initial Business Combination. A failure to pay the principal within business days of the date
specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the Note may be accelerated. As of March 31, 2022 and December 31, 2021, the Company had $77,000 borrowings outstanding under the Note. On April 12, 2022, the Company amended and restated the Note in its entirety to increase the
Note’s principal amount to $500,000.
If the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating a Business Combination are less than
the actual amounts necessary to do so, the Company may have insufficient funds available to operate its business prior to the consummation of its Business Combination and may need to raise additional capital, e.g., through loans from its
Sponsor, officers, directors or third parties. If the Company is unable to raise additional capital, it may be required to take additional measures to preserve liquidity, which could include, but not necessarily be limited to, curtailing
operations, suspending the pursuit of its business plan 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. The Company cannot assure
you that its plans to raise capital or to consummate an initial Business Combination before March 26, 2023 (absent any extensions of such period with shareholder approval) will be successful.
In addition, the
Company only has 24 months from the closing of the Initial Public Offering (as such period may be extended pursuant to a shareholder
vote) to complete its initial Business Combination. If the Company has not completed its initial Business Combination within this 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
business days thereafter, redeem the Public Shares at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as
shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
shareholders and its board of directors, liquidate and dissolve, and subject to the Company’s obligations under Cayman Islands law, in the case of clauses (ii) and (iii), provide for claims of creditors and in all cases subject to the other
requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company does not complete its initial Business Combination within the
Combination Period.In connection with
the Company’s assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until March 26, 2023 (absent any extensions of
such period with shareholder approval) to consummate its initial Business Combination. It is uncertain that the Company will be able to consummate its initial Business Combination by this time. If a Business Combination is not consummated by
this date, there will be a mandatory liquidation and subsequent dissolution. Management has determined that the potential liquidity constraints in addition to the mandatory liquidation, should a Business Combination not occur, and potential
subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March
26, 2023. The Company intends to complete its initial Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by March 26, 2023.
Risks and Uncertainties
Management is
currently evaluating the impact of the COVID-19 pandemic and Russia-Ukraine war on the industry, and has concluded that while it is reasonably possible that the virus and the war could have a negative effect on the Company’s financial
position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
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Significant Accounting Policies |
Note 2 — Significant Accounting Policies
Basis of Presentation
The accompanying
unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to
Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in unaudited condensed 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 financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on April 13, 2022, which contains the audited financial statements
and notes thereto. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.
Emerging
Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the
“JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic
reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial
accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The
Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can
adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Accordingly, 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.
Cash Held in Trust Account
At March 31, 2022 and December 31, 2021, the Trust
Account had $275,045,706 and $275,018,013
held in marketable securities, respectively. During the three months ended March 31, 2022 and March 31, 2021, the Company did not
withdraw any of dividend income from the Trust Account to pay its tax obligations.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times,
may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on this account.
Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities
from Equity.” Class A Ordinary Shares are subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature
redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary
shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly,
as of March 31, 2022 and December 31, 2021, 27,500,000 Class A Ordinary Shares subject to possible redemption are presented at
redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.
Net Income (Loss) Per Ordinary Share
The Company has two classes of shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares. Earnings and losses are shared pro rata
between the two classes of shares. The 27,500,000 potential ordinary shares for outstanding warrants to purchase the Company’s
shares were excluded from diluted earnings per share for the three months ended March 31, 2022 and March 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income
(loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for
each class of ordinary shares:
Offering Costs
The Company complies with the requirements of the ASC
340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial
Public Offering and that were charged to temporary equity upon the completion of the Initial Public Offering. Accordingly, for the year ended December 31, 2021, offering costs totaling $15,759,367 were charged to temporary equity (consisting of $5,500,000
of underwriting fee, $9,625,000 of deferred underwriting fee and $634,637 of other offering costs). Of the total transaction cost, $634,367
was reclassed to expense as a non-operating expense in the statements of operations with the rest of the offering cost charged to temporary equity for the year ended December 31, 2021. The transaction costs were allocated based on the
relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A Ordinary Shares.
Fair Value of 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 balance sheet.
Derivative Warrant Liabilities
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial
instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
The Company accounts for its 14,166,667 ordinary
share warrants issued in connection with the Initial Public Offering (8,333,333), Private
Placement (4,666,667), and partial exercise of the Over-Allotment Option (1,166,667) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and
adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The
fair value of warrants issued by the Company in connection with the Initial Public Offering, Private Placement and partial exercise of the Over-Allotment Option has been estimated using Monte-Carlo simulations at each measurement date.
Income Taxes
The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for
both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a
valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and
measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon
examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.
The
Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no
unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The
Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company has identified the United States as its only “major” tax jurisdiction.
The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include
questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits
will materially change over the next twelve months.
Recent Accounting Standards
Management does not believe that any recently issued,
but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements, other than as discussed below.
In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic
470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion
and cash conversion features from convertible instruments, and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional
disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method
for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the
impact, if any, it would have on its financial position, results of operations or cash flows.
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Initial Public Offering |
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Initial Public Offering [Abstract] | |||||||||||||||||||||||||||||||||||||||||
Initial Public Offering |
Note 3 — Initial Public Offering
Pursuant to the Initial Public Offering, the Company sold 25,000,000
Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, par value $0.0001 per share and of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share.
In connection with the Initial Public Offering, the underwriters were granted a 45-day
option from the date of the prospectus to purchase up to 3,750,000 additional units to cover over-allotments, if any. On May 5, 2021,
the underwriters purchased an additional 2,500,000 Option Units pursuant to the partial exercise of the Over-Allotment Option. The
Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $25,000,000.
The aggregate number of Units outstanding as a result of the Initial Public Offering and the partial exercise of
the Over-Allotment Option is 27,500,000 and the aggregate gross proceeds are $275,000,000.
All of the 27,500,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such
public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In
accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be
classified outside of permanent equity.
The Class A ordinary shares are
subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in
the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the
redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur.
Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in
capital and accumulated deficit.
As of March 31, 2022 and December 31, 2021, the ordinary share reflected on the balance sheet are reconciled in the following table:
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Private Placement Warrants |
3 Months Ended |
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Mar. 31, 2022 | |
Private Placement Warrants [Abstract] | |
Private Placement Warrants |
Note 4 — Private Placement Warrants
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,666,667 Private Placement Warrants at a price of $1.50
per warrant ($7,000,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one share of Class A Ordinary Shares at a price of $11.50
per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from this offering to be held in the Trust Account.
Also in connection with the partial exercise of the Over-Allotment Option, the Sponsor purchased an additional 333,333 Private Placement Warrants at a purchase price of $1.50 per Warrant.
The aggregate number of Private Placement Warrants outstanding as a result of the Initial Public Offering and
over-allotment is 5,000,000 and the aggregate proceeds are $7,500,000.
The Private Placement Warrants will not be redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees. The initial
purchasers, or their permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than initial purchasers or their permitted transferees, the
Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the Initial Public Offering. Otherwise,
the Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the Initial Public Offering.
|
Related Party Transactions |
3 Months Ended |
---|---|
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions |
Note 5 — Related Party Transactions
Founder Shares
On December 30, 2020, the Sponsor paid $25,000, or
approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 shares of Class B Ordinary Shares, par value $0.0001
(the “Founder Shares”). Up to 937,500 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which
the underwriters’ Over-Allotment Option was exercised. On May 5, 2021, the
underwriters partially exercised the Over-Allotment Option, which left 625,000 Founder Shares no longer subject to forfeiture and
resulted in aggregate of 6,875,000 Founder Shares outstanding.
The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A Ordinary Shares issuable upon conversion thereof
until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date on which the
Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash,
securities or other property; except to certain permitted transferees and under certain circumstances (the “Lock-Up”). Notwithstanding the foregoing, if the closing price of Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after
the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-Up.
Promissory Notes — Related Party
On December 30, 2020, the Sponsor agreed to loan the Company up to $300,000
to be used for a portion of the expenses of the Initial Public Offering. These loans are non-interest bearing, unsecured and are due at the earlier of September 30, 2021 or the closing of the Initial Public Offering. The loan was repaid upon the closing of the Initial Public Offering out of the offering proceeds that had been allocated to the payment of offering expenses.
On November 15, 2021, the Company issued an unsecured promissory note in the amount of up to $250,000
to DTA Master, LLC, a Delaware limited-liability company, a related party and an affiliate of the Sponsor. The proceeds of the Note, which may be drawn down from time to time until the Company consummates its initial Business Combination,
will be used for general working capital purposes. The Note bears no interest and is payable in full upon the earlier to occur of (i) twenty-four (24)
months from the closing of the Initial Public Offering (or such later date as may be extended in accordance with the terms of the Company’s amended and restated memorandum and articles of association) or (ii) the consummation of the initial
Business Combination. A failure to pay the principal within business days of the date specified above or the commencement
of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the Note may be accelerated. On April 12, 2022, the Company amended and restated the Note to increase the Note’s principal amount to $500,000. As of March 31, 2022 and December 31, 2021, the Company had $77,000
outstanding under the Note.
Working Capital Loans
In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the
Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company will repay the Working Capital
Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used
to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants
at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of
March 31, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans.
Administrative Support Agreement
Commencing on the date of the Prospectus, the Company began to be obligated to pay the Sponsor up to $15,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. Upon completion of the
initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2022 and March 31, 2021, the Company incurred and accrued $45,000
and $0 of administrative support services fees, respectively.
|
Commitments & Contingencies |
3 Months Ended |
---|---|
Mar. 31, 2022 | |
Commitments & Contingencies [Abstract] | |
Commitments & Contingencies |
Note 6 — Commitments & Contingencies
Registration Rights
The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the offering, (ii) Private Placement Warrants, which were
issued in a private placement simultaneously with the closing of the offering and the Class A Ordinary Shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of working capital
loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement. Pursuant to the registration rights agreement and including the
underwriters’ exercise of 2,500,000 units of their Over-Allotment Option and $1,500,000 of working capital loans are converted into Private Placement Warrants, the Company will be obligated to register up to 15,166,667 Class A Ordinary Shares and 6,000,000 warrants. The
number of Class A Ordinary Shares includes (i) 6,875,000 Class A Ordinary Shares to be issued upon conversion of the Founder Shares,
(ii) 5,000,000 Class A Ordinary Shares underlying the Private Placement Warrants and (iii) 1,000,000 Class A Ordinary Shares underlying the Private Placement Warrants issued upon conversion of working capital loans. The holders of these securities are entitled to
make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have
certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any
such registration statements.
Underwriting Agreement
The Company granted the underwriters a 45-day option
from the date of the Prospectus to purchase up to additional 3,750,000 Units to cover over-allotments, if any. On May 5, 2021, the
underwriters partially exercised the Over-Allotment Option to purchase an additional 2,500,000 units and forfeited the remainder.
The underwriters were entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the Initial Public Offering, or $5,500,000. Additionally, the
underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering and the
partial exercise of the Over-Allotment Option upon the completion of the Company’s initial Business Combination, or an aggregate of $9,625,000.
|
Shareholders' Deficit |
3 Months Ended |
---|---|
Mar. 31, 2022 | |
Shareholders' Deficit [Abstract] | |
Shareholders' Deficit |
Note 7 — Shareholders’ Deficit
Preference shares — The Company is
authorized to issue a total of 1,000,000 preference shares at par value of $0.0001 each. At March 31, 2022 and December 31, 2021, there were no
preference shares issued or outstanding.
Class A Ordinary Shares — The Company is
authorized to issue a total of 200,000,000 Class A Ordinary Shares at par value of $0.0001 each. At March 31, 2022 and December 31, 2021, there were 27,500,000 shares of Class A Ordinary Shares outstanding, all of which are subject to possible redemption.
Class B Ordinary Shares — The Company is
authorized to issue a total of 20,000,000 Class B Ordinary Shares at par value of $0.0001 each. At March 31, 2022 and December 31, 2021, there were 6,875,000 Class B Ordinary Shares issued or outstanding.
Holders of Class A Ordinary Shares and holders of Class B Ordinary Shares will vote together as a single class on all matters submitted to a vote of the Company’s
shareholders, except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the
affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.
The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of the initial
Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Ordinary Shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination,
the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total
number of Class A Ordinary Shares outstanding after such conversion (after giving effect to any redemptions of Class A Ordinary Shares by public shareholders), including the total number of Class A Ordinary Shares issued, or deemed issued or
issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A Ordinary
Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or
directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one
basis.
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Warrants |
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Mar. 31, 2022 | ||||||||||||||||||||||||||||
Warrants [Abstract] | ||||||||||||||||||||||||||||
Warrants |
Note 8 — Warrants
Each whole warrant entitles the holder to purchase one
Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company
issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and
in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate
gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the
funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A Ordinary Shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the
“Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be
equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
The warrants will become exercisable 30 days after
the completion of the Company’s initial Business Combination and will expire five years after the completion of its initial Business
Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
The Company has agreed that as soon as practicable, but in no event later than
(15) business days after the closing of the initial Business
Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which the Prospectus forms a part or a new registration statement registering, under the Securities Act,
the issuance of the Class A Ordinary Shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement,
and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of
the warrants is not effective by the (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an
effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another
exemption. Notwithstanding the above, if the Company’s Class A Ordinary Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section
18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company
so elect, it will not be required to file or maintain an effective registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky
laws to the extent an exemption is not available.Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):
If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to
exercise his, her or its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management will consider, among other factors, the Company’s cash position, the
number of warrants that are outstanding and the dilutive effect on the Company’s shareholders of issuing the maximum number of Class A Ordinary Shares issuable upon the exercise of the Company’s warrants. If the management takes advantage of this
option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying
the warrants, multiplied by the excess of the “fair market value” of the Company’s Class A Ordinary Shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” will mean the average reported closing price
of the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of
redemption is sent to the holders of warrants.
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Fair Value Measurements |
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Fair Value Measurements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements |
Note 9 — 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:
The fair value of
the Public Warrant liability is classified within Level 1 of the fair value hierarchy. The following tables present information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and December 31,
2021 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
The fair value of
the Public Warrants at March 31, 2022 and December 31, 2021 was classified as Level 1 due to the use of an observable market quote in an active market. The Company utilizes a Monte Carlo simulation model to value the private warrants at each
reporting period, with changes in fair value recognized in the statements of operations. The estimated fair value of the Private Warrants was determined using Level 2 inputs. Inherent in a binomial options pricing model are assumptions related
to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants.
The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their
remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.
Taking into account the make-whole provision included in the warrant agreement, the Private Warrants are classified as level 2.
The aforementioned warrant liabilities are not subject to qualified hedge accounting.
The following table provides quantitative information regarding fair value measurements of warrant liabilities as of March 31, 2022 and December 31, 2021:
The following table
presents the changes in the fair value of warrant liabilities:
The following
table provides a reconciliation of changes in fair value of the beginning and ending balances for the warrants classified as Level 2:
|
Subsequent Events |
3 Months Ended |
---|---|
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events |
Note 10 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial
statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.
On April 12, 2022,
the Company amended and restated the Note in its entirety to increase the Note’s principal amount to $500,000.
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Significant Accounting Policies (Policies) |
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Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation |
Basis of Presentation
The accompanying
unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to
Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in unaudited condensed 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 financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on April 13, 2022, which contains the audited financial statements
and notes thereto. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.
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Use of Estimates |
Use of Estimates
The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Accordingly, actual results
could differ from those estimates.
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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.
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Cash Held in Trust Account |
Cash Held in Trust Account
At March 31, 2022 and December 31, 2021, the Trust
Account had $275,045,706 and $275,018,013
held in marketable securities, respectively. During the three months ended March 31, 2022 and March 31, 2021, the Company did not
withdraw any of dividend income from the Trust Account to pay its tax obligations.
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Concentration of Credit Risk |
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times,
may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on this account.
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Ordinary Shares Subject to Possible Redemption |
Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities
from Equity.” Class A Ordinary Shares are subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature
redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary
shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly,
as of March 31, 2022 and December 31, 2021, 27,500,000 Class A Ordinary Shares subject to possible redemption are presented at
redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.
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Net Income (Loss) Per Ordinary Share |
Net Income (Loss) Per Ordinary Share
The Company has two classes of shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares. Earnings and losses are shared pro rata
between the two classes of shares. The 27,500,000 potential ordinary shares for outstanding warrants to purchase the Company’s
shares were excluded from diluted earnings per share for the three months ended March 31, 2022 and March 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income
(loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for
each class of ordinary shares:
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Offering Costs |
Offering Costs
The Company complies with the requirements of the ASC
340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial
Public Offering and that were charged to temporary equity upon the completion of the Initial Public Offering. Accordingly, for the year ended December 31, 2021, offering costs totaling $15,759,367 were charged to temporary equity (consisting of $5,500,000
of underwriting fee, $9,625,000 of deferred underwriting fee and $634,637 of other offering costs). Of the total transaction cost, $634,367
was reclassed to expense as a non-operating expense in the statements of operations with the rest of the offering cost charged to temporary equity for the year ended December 31, 2021. The transaction costs were allocated based on the
relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A Ordinary Shares.
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Fair Value of Financial Instruments |
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the balance sheet.
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Derivative Warrant Liabilities |
Derivative Warrant Liabilities
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial
instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
The Company accounts for its 14,166,667 ordinary
share warrants issued in connection with the Initial Public Offering (8,333,333), Private
Placement (4,666,667), and partial exercise of the Over-Allotment Option (1,166,667) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and
adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The
fair value of warrants issued by the Company in connection with the Initial Public Offering, Private Placement and partial exercise of the Over-Allotment Option has been estimated using Monte-Carlo simulations at each measurement date.
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Income Taxes |
Income Taxes
The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for
both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a
valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and
measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon
examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.
The
Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no
unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The
Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company has identified the United States as its only “major” tax jurisdiction.
The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include
questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits
will materially change over the next twelve months.
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Recent Accounting Standards |
Recent Accounting Standards
Management does not believe that any recently issued,
but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements, other than as discussed below.
In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic
470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion
and cash conversion features from convertible instruments, and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional
disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method
for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the
impact, if any, it would have on its financial position, results of operations or cash flows.
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Significant Accounting Policies (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income (Loss) Per Ordinary Share |
The Company has two classes of shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares. Earnings and losses are shared pro rata
between the two classes of shares. The 27,500,000 potential ordinary shares for outstanding warrants to purchase the Company’s
shares were excluded from diluted earnings per share for the three months ended March 31, 2022 and March 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income
(loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for
each class of ordinary shares:
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Initial Public Offering (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||
Initial Public Offering [Abstract] | |||||||||||||||||||||||||||||||||||||||||
Ordinary Shares Subject to Possible Redemption |
As of March 31, 2022 and December 31, 2021, the ordinary share reflected on the balance sheet are reconciled in the following table:
|
Fair Value Measurements (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis |
The fair value of
the Public Warrant liability is classified within Level 1 of the fair value hierarchy. The following tables present information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and December 31,
2021 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
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Level 3 Fair Value Measurement Inputs |
The following table provides quantitative information regarding fair value measurements of warrant liabilities as of March 31, 2022 and December 31, 2021:
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Changes in Fair Value of Warrant Liabilities |
The following table
presents the changes in the fair value of warrant liabilities:
The following
table provides a reconciliation of changes in fair value of the beginning and ending balances for the warrants classified as Level 2:
|
Significant Accounting Policies, Cash Held in Trust Account (Details) - USD ($) |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2022 |
Mar. 31, 2021 |
Dec. 31, 2021 |
|
Cash Held in Trust Account [Abstract] | |||
Marketable securities held in trust account | $ 275,045,706 | $ 275,018,013 | |
Dividend income withdrawn | $ 0 | $ 0 |
Significant Accounting Policies, Ordinary Shares Subject to Possible Redemption (Details) - shares |
Mar. 31, 2022 |
Dec. 31, 2021 |
---|---|---|
Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Ordinary shares subject to possible redemption (in shares) | 27,500,000 | 27,500,000 |
Class A Ordinary Shares [Member] | ||
Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Ordinary shares subject to possible redemption (in shares) | 27,500,000 | 27,500,000 |
Significant Accounting Policies, Offering Costs (Details) - USD ($) |
3 Months Ended | 12 Months Ended | |
---|---|---|---|
Mar. 31, 2022 |
Mar. 31, 2021 |
Dec. 31, 2021 |
|
Offering Costs [Abstract] | |||
Offering costs | $ 15,759,367 | ||
Underwriting fee | 5,500,000 | ||
Deferred underwriting fee | $ 9,625,000 | 9,625,000 | |
Other offering costs | 634,637 | ||
Transaction cost | $ 0 | $ 634,367 | $ 634,367 |
Significant Accounting Policies, Derivative Warrant Liabilities (Details) - shares |
May 05, 2021 |
Mar. 26, 2021 |
---|---|---|
Derivative Warrant Liabilities [Abstract] | ||
Warrants issued (in shares) | 14,166,667 | |
Over-Allotment Option [Member] | ||
Derivative Warrant Liabilities [Abstract] | ||
Warrants issued (in shares) | 1,166,667 | |
Public Warrants [Member] | ||
Derivative Warrant Liabilities [Abstract] | ||
Warrants issued (in shares) | 8,333,333 | |
Private Warrants [Member] | ||
Derivative Warrant Liabilities [Abstract] | ||
Warrants issued (in shares) | 333,333 | 4,666,667 |
Private Warrants [Member] | Over-Allotment Option [Member] | ||
Derivative Warrant Liabilities [Abstract] | ||
Warrants issued (in shares) | 333,333 |
Significant Accounting Policies, Income Taxes (Details) - USD ($) |
Mar. 31, 2022 |
Dec. 31, 2021 |
---|---|---|
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 |
Related Party Transactions, Promissory Notes - Related Party (Details) - USD ($) |
Nov. 15, 2021 |
Dec. 30, 2020 |
Apr. 12, 2022 |
Mar. 31, 2022 |
Dec. 31, 2021 |
---|---|---|---|---|---|
Related Party Loans [Abstract] | |||||
Borrowings outstanding | $ 77,000 | $ 77,000 | |||
Promissory Note [Member] | |||||
Related Party Loans [Abstract] | |||||
Borrowings outstanding | $ 77,000 | $ 77,000 | |||
Promissory Note [Member] | Subsequent Event [Member] | |||||
Related Party Loans [Abstract] | |||||
Principal amount | $ 500,000 | ||||
Sponsor [Member] | |||||
Related Party Loans [Abstract] | |||||
Related party transaction amount | $ 300,000 | ||||
DTA Master, LLC [Member] | Promissory Note [Member] | |||||
Related Party Loans [Abstract] | |||||
Related party transaction amount | $ 250,000 | ||||
Period to pay Note payable in full | 24 months | ||||
Number of business days to pay principal amount | 5 days |
Related Party Transactions, Working Capital Loans (Details) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2022 |
Dec. 31, 2021 |
|
Related Party Transactions [Abstract] | ||
Borrowings outstanding | $ 77,000 | $ 77,000 |
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | ||
Related Party Transactions [Abstract] | ||
Borrowings outstanding | 0 | $ 0 |
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | Maximum [Member] | ||
Related Party Transactions [Abstract] | ||
Amount of related party transaction | $ 1,500,000 | |
Share price (in dollars per share) | $ 1.50 |
Related Party Transactions, Administrative Support Agreement (Details) - USD ($) |
Mar. 26, 2021 |
Dec. 30, 2020 |
Mar. 31, 2022 |
Dec. 31, 2021 |
Mar. 31, 2021 |
---|---|---|---|---|---|
Related Party Transactions [Abstract] | |||||
Due to Related Parties, Current | $ 0 | $ 131,634 | |||
Administrative Support Agreement [Member] | |||||
Related Party Transactions [Abstract] | |||||
Due to Related Parties, Current | $ 45,000 | $ 0 | |||
Sponsor [Member] | |||||
Related Party Transactions [Abstract] | |||||
Monthly related party fee | $ 300,000 | ||||
Sponsor [Member] | Administrative Support Agreement [Member] | Maximum [Member] | |||||
Related Party Transactions [Abstract] | |||||
Monthly related party fee | $ 15,000 |
Fair Value Measurements, Level 3 Fair Value Measurement Inputs (Details) |
Mar. 31, 2022
$ / shares
|
Dec. 31, 2021
$ / shares
|
---|---|---|
Fair Value Measurements [Abstract] | ||
Term (in years) | 5 years | |
Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Term (in years) | 5 years 9 months 7 days | 5 years 5 months 12 days |
Warrants [Member] | Share Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 9.78 | 9.80 |
Warrants [Member] | Strike Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 11.50 | 11.50 |
Warrants [Member] | Volatility [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.046 | 0.1550 |
Warrants [Member] | Risk Free Rate [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.0241 | 0.0130 |
Warrants [Member] | Dividend Yield [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.000 | 0.0000 |
Subsequent Events (Details) |
Apr. 12, 2022
USD ($)
|
---|---|
Promissory Note [Member] | Subsequent Event [Member] | |
Subsequent Events [Abstract] | |
Principal amount | $ 500,000 |
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