| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable public warrant |
||||
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
| Emerging growth company | ||||||
Page |
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March 31, 2022 |
December 31, 2021 |
|||||||
(unaudited) |
||||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash |
$ | $ | ||||||
Prepaid expenses and other current assets |
||||||||
Due from Sponsor |
||||||||
Total Current Assets |
||||||||
Prepaid insurance, long-term |
||||||||
Deferred offering costs |
||||||||
Marketable securities held in Trust Account |
||||||||
TOTAL ASSETS |
$ |
$ |
||||||
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY |
||||||||
Current liabilities |
||||||||
Accrued expenses |
$ | $ | ||||||
Accrued offering costs |
||||||||
Advance from related party |
||||||||
Total Current Liabilities |
||||||||
Deferred underwriting fee payable |
||||||||
Total Liabilities |
||||||||
Commitments and Contingencies (see Note 6) |
||||||||
Class A ordinary shares subject to possible redemption; $ |
||||||||
Shareholders’ (Deficit) Equity |
||||||||
Preference shares, $ |
||||||||
Class A ordinary shares, $ |
||||||||
Class B ordinary shares, $ (1) |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total Shareholders’ (Deficit) Equity |
( |
) |
||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY |
$ |
$ |
||||||
| (1) | Included an aggregate of up to outstanding to per-share amounts have been retroactively restated to reflect the reverse share split on Founder Shares (see Note 5). |
Three Months Ended March 31, |
For the Period from January 20, 2021 (Inception) Through March 31, |
|||||||
2022 |
2021 |
|||||||
Formation costs, professional fees and general and administrative costs |
$ | $ | ||||||
Loss from operations |
( |
) |
( |
) | ||||
Other income: |
||||||||
Interest earned on marketable securities held in Trust Account |
— | |||||||
Other income, net |
— | |||||||
Net loss |
$ |
( |
) |
$ |
( |
) | ||
Basic and diluted weighted average shares outstanding, Class A ordinary shares |
— | |||||||
Basic and diluted net loss per share, Class A ordinary shares |
$ |
( |
) |
$ | — | |||
Basic and diluted weighted average shares outstanding, Class B ordinary shares (1) |
||||||||
Basic and diluted net loss per share, Class B ordinary shares |
$ |
( |
) |
$ |
( |
) | ||
| (1) | Excluded an aggregate of up to outstanding to per-share amounts have been retroactively restated to reflect the reverse share split on Founder Shares (see Note 5). |
Class B Ordinary Shares |
Additional Paid-in |
Accumulated |
Total Shareholders’ |
|||||||||||||||||
Shares |
Amount |
Capital |
Deficit |
Equity |
||||||||||||||||
| Balance – January 20, 2021 (Inception) |
$ |
$ |
$ |
$ |
||||||||||||||||
| Issuance of Class B ordinary shares to Sponsor (1) |
||||||||||||||||||||
| Net loss |
— | ( |
) | ( |
) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance – March 31, 2021 |
$ |
$ |
$ |
( |
) |
$ |
||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
Class B Ordinary Shares |
Additional Paid-in |
Accumulated |
Total Shareholders’ |
|||||||||||||||||
Shares |
Amount |
Capital |
Deficit |
(Deficit) Equity |
||||||||||||||||
| Balance – January 1, 2022 |
$ |
$ |
$ |
( |
) |
$ |
||||||||||||||
| Sale of |
— | — | — | |||||||||||||||||
| Proceeds allocated to Public Warrants |
— | — | — | |||||||||||||||||
| Forfeiture of Class B shares by Sponsor for reissuance to Anchor Investor |
( |
) | ( |
) | — | — | ||||||||||||||
| Purchase of Class B shares by Anchor Investor including excess fair value over purchase price |
— | |||||||||||||||||||
| Value of transaction costs allocated to fair value equity instruments |
— | — | ( |
) | — | ( |
) | |||||||||||||
| Accretion for Class A ordinary shares to redemption amount |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||
| Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance – March 31, 2022 |
$ |
$ | $ |
( |
) |
$ |
( |
) | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| (1) | Included an aggregate of up to outstanding to per-share amounts have been retroactively restated to reflect the reverse share split on Founder Shares (see Note 5). |
Three Months Ended March 31, |
For the Period from January 20, 2021 (Inception) Through March 31, |
|||||||
2022 |
2021 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Formation cost paid by Sponsor in exchange for issuance of Founder Shares |
||||||||
Interest earned on marketable securities held in Trust Account |
( |
) | ||||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses and other current assets |
( |
) | ||||||
Prepaid insurance, short-term |
( |
) | ||||||
Prepaid insurance, long-term |
( |
) | ||||||
Due from Sponsor |
||||||||
Accrued expenses |
||||||||
Net cash used in operating activities |
( |
) |
||||||
Cash Flows from Investing Activities: |
||||||||
Investment of cash in Trust Account |
( |
) | ||||||
Net cash used in investing activities |
( |
) |
||||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from issuance of Class B ordinary shares to Anchor Investor |
||||||||
Proceeds from sale of Units, net of underwriting discounts paid |
||||||||
Proceeds from sale of Private Placement Warrants |
||||||||
Proceeds from promissory note – related party |
||||||||
Repayment of promissory note – related party |
( |
) | ||||||
Payment of offering costs |
( |
) | ( |
) | ||||
Net cash provided by financing activities |
||||||||
Net Change in Cash |
||||||||
Cash – Beginning of period |
||||||||
Cash – End of period |
$ |
$ |
||||||
Non-Cash investing and financing activities: |
||||||||
Offering costs included in accrued offering costs |
$ | $ | ||||||
Offering costs paid directly by Sponsor in exchange for the issuance of Class B ordinary shares |
$ | $ | ||||||
Initial classification of ordinary shares subject to possible redemption |
$ | $ | ||||||
Excess fair value of Founder shares attributable to Anchor Investor |
$ | $ | ||||||
Accretion for Class A ordinary shares to redemption amount |
$ | $ | ||||||
Deferred underwriting fee payable |
$ | $ | ||||||
| As of March 31, 2022 | ||||
Gross proceeds |
$ | |||
Less: |
||||
Proceeds Allocated to Public Warrants |
( |
) | ||
Class A ordinary shares issuance costs |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
||||
Class A ordinary shares subject to possible redemption |
$ | |||
Three Months Ended March 31, 2022 |
For the Period from January 20, 2021 (inception) through March 31, 2021 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net loss per ordinary share |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net loss, as adjusted |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||
Denominator: |
||||||||||||||||
Basic and diluted weighted average shares outstanding |
||||||||||||||||
Basic and diluted net loss per ordinary share |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||
| • | in whole and not in part; |
| • | at a price of $ |
| • | upon a minimum of |
| • | if, and only if, the last reported sale price of the Class A Ordinary Shares has been at least $ |
| Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
| Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
| Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. | |
Description |
Level |
March 31, 2022 |
December 31, 2021 |
|||||||||
Assets: |
||||||||||||
Marketable securities held in Trust Account |
1 | $ | $ | |||||||||
| * | Filed herewith. |
| (1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on January 19, 2022 and incorporated by reference herein. |
ANDRETTI ACQUISITION CORP. | ||||||
| Date: May 11, 2022 | By: | /s/ William J. Sandbrook | ||||
| Name: | William J. Sandbrook | |||||
| Title: | Co-Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) | |||||
| Date: May 11, 2022 | By: | /s/ William M. Brown | ||||
| Name: | William M. Brown | |||||
| Title: | Co-Chief Executive Officer | |||||
(Principal Executive Officer) | ||||||
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, William J. Sandbrook, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Andretti Acquisition Corp.; |
| 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; |
| 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; |
| 4. | The registrant’s other certifying officer(s) 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 internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
| b) | (Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a); |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my 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 |
| 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 |
| 5. | The registrant’s other certifying officer(s) 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): |
| 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 |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 11, 2022
| /s/ William J. Sandbrook |
| William J. Sandbrook |
| Co-Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, William M. Brown, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Andretti Acquisition Corp.; |
| 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; |
| 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; |
| 4. | The registrant’s other certifying officer(s) 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 internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
| b) | (Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a); |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my 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 |
| 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 |
| 5. | The registrant’s other certifying officer(s) 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): |
| 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 |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 11, 2022
| /s/ William M. Brown |
| William M. Brown |
| Chief Financial Officer |
| (Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Andretti Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, William J. Sandbrook, Co-Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: May 11, 2022
| /s/ William J. Sandbrook |
| William J. Sandbrook |
| Co-Chief Executive Officer |
| (Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Andretti Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, William M. Brown, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: May 11, 2022
| /s/ William M. Brown |
| William M. Brown |
| Chief Financial Officer |
| (Principal Financial and Accounting Officer) |
Condensed Balance Sheets (Parenthetical) - USD ($) |
Dec. 31, 2021 |
Mar. 31, 2022 |
|---|---|---|
| Temporary equity, redemption price per share | $ 10.25 | |
| Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
| Preferred stock shares authorized | 5,000,000 | 5,000,000 |
| Preferred stock shares issued | 0 | 0 |
| Preferred stock shares outstanding | 0 | 0 |
| Common Class A [Member] | ||
| Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
| Temporary equity, shares issued | 0 | 23,000,000 |
| Temporary equity, shares outstanding | 0 | 23,000,000 |
| Temporary equity, redemption price per share | $ 10.25 | $ 10.25 |
| Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
| Common stock shares authorized | 500,000,000 | 500,000,000 |
| Common stock shares issued | 0 | 0 |
| Common stock shares outstanding | 0 | 0 |
| Common Class B [Member] | ||
| Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
| Common stock shares authorized | 50,000,000 | 50,000,000 |
| Common stock shares issued | 5,750,000 | 5,750,000 |
| Common stock shares outstanding | 5,750,000 | 5,750,000 |
| Common Class B [Member] | Over-Allotment Option [Member] | ||
| Stock Issued During Period Shares Share Based Compensation Forfeited | 750,000 |
Condensed Statements of Operations - USD ($) |
2 Months Ended | 3 Months Ended | ||
|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2022 |
|||
| Formation costs, professional fees and general and administrative costs | $ 5,000 | $ 298,212 | ||
| Loss from operations | (5,000) | (298,212) | ||
| Other income: | ||||
| Interest earned on marketable securities held in Trust Account | 0 | 21,759 | ||
| Other income, net | 21,759 | |||
| Net loss | (5,000) | (276,453) | ||
| Common Class A [Member] | ||||
| Other income: | ||||
| Net loss | $ 0 | $ (212,554) | ||
| Basic and diluted weighted average shares outstanding | 0 | 18,655,556 | ||
| Basic and diluted net loss per share | $ 0 | $ (0.01) | ||
| Common Class B [Member] | ||||
| Other income: | ||||
| Net loss | $ (5,000) | $ (63,899) | ||
| Basic and diluted weighted average shares outstanding | [1] | 5,000,000 | 5,608,333 | |
| Basic and diluted net loss per share | $ 0.00 | $ (0.01) | ||
| ||||
Condensed Statements of Operations (Parenthetical) - Common Class B [Member] - USD ($) |
Jan. 22, 2022 |
Dec. 31, 2021 |
Nov. 17, 2021 |
Mar. 31, 2022 |
Mar. 02, 2021 |
|---|---|---|---|---|---|
| Common stock shares outstanding | 5,750,000 | 5,750,000 | |||
| Sponsor [Member] | |||||
| Stock Issued During Period Shares Share Based Compensation Forfeited | 1,437,500 | ||||
| Common stock shares outstanding | 5,620,000 | 7,057,500 | |||
| Over-Allotment Option [Member] | |||||
| Stock Issued During Period Shares Share Based Compensation Forfeited | 0 | 750,000 | |||
| Stock Issued During Period Shares Surrendered | 1,437,500 | ||||
| Over-Allotment Option [Member] | Sponsor [Member] | |||||
| Stock Issued During Period Shares Share Based Compensation Forfeited | 0 | ||||
| Stock Issued During Period Shares Surrendered | 1,437,500 | ||||
| Stock Issued During Period Value Surrendered | $ 0 | ||||
| Common stock shares outstanding | 5,750,000 |
Condensed Statements of Changes In Shareholders' (Deficit) Equity - USD ($) |
Total |
Additional Paid-in Capital [Member] |
Accumulated Deficit [Member] |
Common Class B [Member] |
Common Class B [Member]
Common Stock [Member]
|
||
|---|---|---|---|---|---|---|---|
| Beginning balance at Jan. 19, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | |||
| Beginning balance, (in shares) at Jan. 19, 2021 | 0 | ||||||
| Issuance of Class B ordinary shares to Sponsor | [1] | 25,000 | 24,425 | 0 | $ 575 | ||
| Issuance of Class B ordinary shares to Sponsor (in shares) | [1] | 5,750,000 | |||||
| Net loss | (5,000) | 0 | (5,000) | $ (5,000) | $ 0 | ||
| Ending balance at Mar. 31, 2021 | 20,000 | 24,425 | (5,000) | $ 575 | |||
| Ending balance, (in shares) at Mar. 31, 2021 | 5,750,000 | ||||||
| Beginning balance at Dec. 31, 2021 | 14,139 | 24,425 | (10,861) | $ 575 | |||
| Beginning balance, (in shares) at Dec. 31, 2021 | 5,750,000 | ||||||
| Sale of 13,550,000 Private Placement Warrants | 13,550,000 | 13,550,000 | |||||
| Proceeds allocated to Public Warrants | 6,440,000 | 6,440,000 | |||||
| Forfeiture of Class B shares by Sponsor for reissuance to Anchor Investor | 143 | $ (143) | |||||
| Forfeiture of Class B shares by Sponsor for reissuance to Anchor Investor (in shares) | (1,430,923) | ||||||
| Purchase of Class B shares by Anchor Investor including excess fair value over purchase price | 10,409,031 | 10,408,888 | $ 143 | ||||
| Purchase of Class B shares by Anchor Investor including excess fair value over purchase price (in shares) | 1,430,923 | ||||||
| Value of transaction costs allocated to fair value equity instruments | (707,430) | (707,430) | |||||
| Accretion for Class A ordinary shares to redemption amount | (35,290,170) | (29,716,026) | (5,574,144) | ||||
| Net loss | (276,453) | (276,453) | $ (63,899) | ||||
| Ending balance at Mar. 31, 2022 | $ (5,860,883) | $ 0 | $ (5,861,458) | $ 575 | |||
| Ending balance, (in shares) at Mar. 31, 2022 | 5,750,000 | ||||||
| |||||||
Condensed Statements of Changes In Shareholders' (Deficit) Equity (Parenthetical) - USD ($) |
3 Months Ended | ||||
|---|---|---|---|---|---|
Jan. 22, 2022 |
Dec. 31, 2021 |
Nov. 17, 2021 |
Mar. 31, 2022 |
Mar. 02, 2021 |
|
| Common Class B [Member] | |||||
| Common Stock Shares Outstanding | 5,750,000 | 5,750,000 | |||
| Common Class B [Member] | Sponsor [Member] | |||||
| Stock Issued During Period Shares Share Based Compensation Forfeited | 1,437,500 | ||||
| Common Stock Shares Outstanding | 5,620,000 | 7,057,500 | |||
| Common Class B [Member] | Over-Allotment Option [Member] | |||||
| Stock Issued During Period Shares Share Based Compensation Forfeited | 0 | 750,000 | |||
| Stock Issued During Period Shares Surrendered | 1,437,500 | ||||
| Common Class B [Member] | Over-Allotment Option [Member] | Sponsor [Member] | |||||
| Stock Issued During Period Shares Share Based Compensation Forfeited | 0 | ||||
| Stock Issued During Period Shares Surrendered | 1,437,500 | ||||
| Stock Issued During Period Value Surrendered | $ 0 | ||||
| Common Stock Shares Outstanding | 5,750,000 | ||||
| Private Placement Warrants [Member] | |||||
| Class Of Warrant Or Rights Issued During The Period | 13,550,000 |
Condensed Statements of Cash Flows - USD ($) |
2 Months Ended | 3 Months Ended |
|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2022 |
|
| Cash Flows from Operating Activities: | ||
| Net loss | $ (5,000) | $ (276,453) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Formation cost paid by Sponsor in exchange for issuance of Founder Shares | 5,000 | 0 |
| Interest earned on marketable securities held in Trust Account | 0 | (21,759) |
| Changes in operating assets and liabilities: | ||
| Prepaid expenses and other current assets | 0 | (19,777) |
| Prepaid insurance, short-term | 0 | (587,250) |
| Prepaid insurance, long-term | 0 | (464,906) |
| Due from Sponsor | 0 | 2,049 |
| Accrued expenses | 0 | 51,720 |
| Net cash used in operating activities | 0 | (1,316,376) |
| Cash Flows from Investing Activities: | ||
| Investment of cash in Trust Account | 0 | (235,750,000) |
| Net cash used in investing activities | 0 | (235,750,000) |
| Cash Flows from Financing Activities: | ||
| Proceeds from issuance of Class B ordinary shares to Anchor Investor | 0 | 6,221 |
| Proceeds from sale of Units, net of underwriting discounts paid | 0 | 225,400,000 |
| Proceeds from sale of Private Placement Warrants | 0 | 13,550,000 |
| Proceeds from promissory note – related party | 160,406 | 75 |
| Repayment of promissory note – related party | 0 | (240,629) |
| Payment of offering costs | (160,406) | (417,146) |
| Net cash provided by financing activities | 0 | 238,298,521 |
| Net Change in Cash | 0 | 1,232,145 |
| Cash – Beginning of period | 0 | 0 |
| Cash – End of period | 0 | 1,232,145 |
| Non-Cash investing and financing activities: | ||
| Offering costs included in accrued offering costs | 200,000 | 85,000 |
| Offering costs paid directly by Sponsor in exchange for the issuance of Class B ordinary shares | 20,000 | 0 |
| Initial classification of ordinary shares subject to possible redemption | 0 | 235,750,000 |
| Excess fair value of Founder shares attributable to Anchor Investor | 0 | 10,402,810 |
| Accretion for Class A ordinary shares to redemption amount | 0 | 35,290,170 |
| Deferred underwriting fee payable | $ 0 | $ 8,050,000 |
Description of Organization And Business Operations |
3 Months Ended |
|---|---|
Mar. 31, 2022 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Description of Organization And Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Andretti Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 20, 2021. The Company was incorporated for the purpose of effecting a merger, consolidation share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not commenced any operations. All activity for the period from January 20, 2021 (inception) through March 31, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on January 12, 2022. On January 18, 2022, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares” or the “Class A Ordinary Shares”), which includes the full exercise by the underwriters of its over-allotment option in the amount of 3,000,000 Units at $10.00 per Unit, generating gross proceeds of $230,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 13,550,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Andretti Sponsor LLC (the “Sponsor”) and a third party institutional accredited investor (the “Sponsor Co-Investor”), generating gross proceeds of $13,550,000, which is described in Note 4. Transaction costs amounted to $23,807,600, consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, $10,402,810 for the fair value of the Founder Shares attributable to the Sponsor Co-Investor (see Note 5), and $754,790 of other offering costs. Following the closing of the Initial Public Offering on January 18, 2022, an amount of $235,750,000 ($10.25 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 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, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.25 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights in connection with a Business Combination with respect to the Company’s warrants. The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement that may be contained in the agreement relating to the Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment 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 Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company’s Amended and Restated Memorandum and Articles of Association provides that the Company has (i) the 18-month period from the closing of the Initial Public Offering in which the Company must complete a Business Combination, (ii) the 21-month or 24-month, as applicable, period from the closing of the Initial Public Offering in which the Company must complete a Business Combination if the Sponsor has extended the period of time for the Company to complete a Business Combination by purchasing additional Private Placement Warrants, or (iii) such other extended time period in which the Company must complete a Business Combination pursuant to an amendment to its Amended and Restated Memorandum and Articles of Association (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than business days thereafter, redeem 100% of 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 and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.25). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.25 per Public Share and (2) 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 $10.25 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the COVID-19 pandemic could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Going Concern Consideration Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since competed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since re-evaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations for at least one year from the date that the financial statement was issued, and therefore substantial doubt has been alleviated. |
Significant Accounting Policies |
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| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s with the Company’s Annual Report on Form 10-K as filed with the SEC on March 17, 2022 and the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 14, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on January 25, 2022. 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 periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (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 of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.Use of Estimates The preparation of the 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At March 31, 2022, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. As of December 31, 2021 there were no funds deposited in the Trust Account. Offering Costs The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 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 Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” (“ASC 480”) Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including Class A Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A Ordinary Shares are classified as shareholders’(deficit) equity. The Company’s Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A Ordinary Shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A Ordinary Shares are affected by charges against additional paid in capital and accumulated deficit. As of March 31, 2022, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table:
Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,500,000 Class A ordinary shares in the aggregate. As of March 31, 2022 and December 31, 2021, the Company had dilutive securities that are Public Warrants and Private Placement Warrants that could potentially be exercised into ordinary shares and then share in the earnings of the Company. The warrants are not exercisable until 30 days after the completion of a Business Combination. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):
Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Upon further review of the warrant agreements, management concluded that the Public Warrants and Private Placement Warrants to be issued pursuant to the warrant agreements qualify for equity accounting treatment. 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 Corporation limit of $250,000. The Company has not experienced losses on this account. Share-Based Compensation The Company adopted ASC Topic 718, Compensation—Stock Compensation, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to nonemployees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of operations. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
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Public Offering |
3 Months Ended |
|---|---|
Mar. 31, 2022 | |
| Equity [Abstract] | |
| Public Offering | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which included a full exercise by the underwriter of its over-allotment option in the amount of 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A Ordinary Share and
one-half of one redeemable public warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A Ordinary Share at an exercise price of $11.50 per whole share (see Note 7). |
Private Placement |
3 Months Ended |
|---|---|
Mar. 31, 2022 | |
| Private Placement [Abstract] | |
| Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Sponsor
Co-Investor purchased an aggregate of 13,550,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $13,550,000, in a private placement transaction. Each Private Placement Warrant is exercisable to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions |
3 Months Ended |
|---|---|
Mar. 31, 2022 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 28, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 7,187,500 Class B Ordinary Shares (the “Founder Shares”). On March 2, 2021, the Sponsor transferred 30,000 Founder Shares to Cassandra S. Lee for the consideration of $104.35 (approximately $0.003 per share) and 25,000 Founder Shares to each of Zakary C. Brown, James W. Keyes, Gerald D. Putnam and John J. Romanelli, in each case for the consideration of $86.96 (approximately $0.003 per Founder Share), resulting in the Sponsor holding 7,057,500 Founder Shares. On November 17, 2021, the Sponsor surrendered an aggregate of 1,437,500 Founder Shares for no consideration, thereby reducing the aggregate number of Founder Shares held by the Sponsor to 5,620,000 Founder Shares. Immediately prior to the Initial Public Offering, the Sponsor forfeited 1,430,923 Founder Shares in connection with the issuance of Founder Shares to the Sponsor Co-Investor. The Company entered into agreements with the Sponsor Co-Investor, pursuant to which such Sponsor Co-Investor purchased (i) an aggregate of approximately 25% of the issued and outstanding, or 1,430,923 Founder Shares, and (ii) an aggregate of 3,450,000 Private Placement Warrants from the Sponsor immediately prior to the closing of the Initial Public Offering. The Sponsor Co-Investor entered into an agreement to vote all of the Founder Shares it owns in favor of an initial Business Combination and will also agree not to redeem any Founder Shares it owns in connection with the completion of the initial Business Combination. The Sponsor Co-Investor was not granted any material additional shareholder or other rights, other than the Founder Shares. Subject to the Sponsor Co-Investor purchasing 100% of the Founder Shares allocated to it, in connection with the closing of the Initial Public Offering, the Sponsor sold an aggregate of 1,430,923 Founder Shares to the Sponsor Co-Investor at their original purchase price of $.0043 per share. The Company estimated the aggregate fair value of the Founder Shares attributable to the Sponsor Co-Investor to be $10,402,810, or $7.27 per share. The excess of the fair value of the Founder Shares was determined to be a contribution to the Company from the founders in accordance with Staff Accounting Bulletin (SAB) Topic 5T and an offering cost in accordance with SAB Topic 5A. Accordingly, the offering cost were recorded against additional paid in capital in accordance with the accounting of other offering costs. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement commencing on January 12, 2022 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a sum of up to $15,000 per month for office space and secretarial and administrative services. For the three months ended March 31, 2022, the Company incurred and paid $38,710 in fees for these services. For the period from January 20, 2021 (inception) through March 31, 2021, the Company did not incur any fees for these services. Promissory Note — Related Party On January 28, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. On December 17, 2021, the Company and the Sponsor agreed to amend the Promissory Note to increase the aggregate principal amount of the Promissory Note to $400,000 and to change the date by which the Promissory Note was payable. The Promissory Note, as amended, was non-interest bearing and payable on the earlier of December 31, 2022 and the completion of the Initial Public Offering. The total outstanding loan of $240,629 was repaid at the time of the Initial Public Offering, on January 18, 2022. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2022 and December 31, 2021, the Company has no outstanding borrowings under the Working Capital Loans.
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Commitments And Contingencies |
3 Months Ended |
|---|---|
Mar. 31, 2022 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments And Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights Pursuant to a registration and shareholder rights agreement entered into on January 12, 2022, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) are entitled to registration rights. 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 completion of a Business Combination. However, the registration and shareholder rights agreement provides that no sales of these securities will be effected until after the expiration of the applicable lockup period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Consulting Agreement On February 16, 2021, the Company entered into a consulting agreement with a service provider, to provide investor and media relations support in connection with the search for a potential Business Combination. The fees in connection with the services rendered are expensed as incurred. In connection with the consulting agreement, a success fee of $250,000 is due and payable solely upon successful completion of a Business Combination.
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Stockholders' (Deficit) Equity |
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Mar. 31, 2022 | |||||||||||||
| Equity [Abstract] | |||||||||||||
| Stockholders' (Deficit) Equity | NOTE 7. STOCKHOLDERS’ (DEFICIT) EQUITY Preference Shares — Class A Ordinary Shares— Class B Ordinary Shares— Class B ordinary shares issued and outstanding. Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A Ordinary Shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. In connection with a Business Combination, the Company may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other governance arrangements that differ from those in effect upon completion of the Initial Public Offering. The Class B ordinary shares will automatically convert into Class A Ordinary Shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) 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 a Business Combination, excluding Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, deemed issued, or to be issued, to any seller of an interest in the target to the Company in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A Ordinary Shares at a rate of less than one-to-one. Warrants— The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A Ordinary Share upon exercise of a warrant unless the Class A Ordinary Share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. While the Company has registered the Class A Ordinary Shares issuable upon exercise of the Public Warrants under the Securities Act as part of the registration statement of which this prospectus forms a part, the Company does not plan on keeping a prospectus current until required to pursuant to the public warrant agreement. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement for the registration, under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the closing a Business Combination and to maintain the effectiveness of such post-effective amendment or registration statement and a current prospectus relating thereto until the expiration or redemption of the Public Warrants in accordance with the provisions of the public warrant agreement. If such post-effective amendment or registration statement covering the Class A Ordinary Shares issuable upon exercise of the Public Warrants is not effective by the 60th business day after the closing of a Business Combination, holders of the Public Warrants may, until such time as there is an effective post-effective amendment or registration statement and during any other period when the Company will have failed to maintain an effective registration statement, exercise Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A Ordinary Shares are at the time of any exercise of a Public 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 the Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the Public Warrants and (y) use its commercially reasonable efforts to register or qualify for sale the Class A Ordinary Shares issuable upon exercise of the warrants under the blue sky laws to the extent an exemption is not available. Redemption of Public Warrants. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants:
The Company will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to those Class A Ordinary Shares is available throughout the 30-day redemption period or the Company elected to require the exercise of the Public Warrants on a “cashless basis” as described below. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In such event, each holder would pay the exercise price by surrendering the Public 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 Public Warrants, multiplied by the excess of the “fair market value” (as defined below) of the Class A Ordinary Shares over the exercise price of the Public Warrants by (y) the “fair market value.” Solely for purposes of this paragraph, the “fair market value” means the volume-weighted average last reported sale price of the Class A Ordinary Shares as reported for the trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Public Warrants. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below their exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. 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 a 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 holders of the Class B ordinary shares or their respective affiliates, without taking into account any Founder Shares held by the Sponsor, holders of the Class B ordinary shares 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume-weighted average trading price of its Class A Ordinary Shares during the 20 trading day period starting on the trading day after the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. As of March 31, 2022 and December 31, 2021, there are 13,550,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable. The warrant agreements contain a provision wherein warrant holders can receive an “alternative issuance” (as defined in the applicable warrant agreement), including as a result of a tender offer that constitutes a change of control.
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Fair Value Measurements |
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| Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Measurements | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
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Subsequent Events |
3 Months Ended |
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Mar. 31, 2022 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the 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 condensed financial statements.
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Significant Accounting Policies (Policies) |
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| 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 SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s with the Company’s Annual Report on Form
10-K as filed with the SEC on March 17, 2022 and the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 14, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on January 25, 2022. 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 periods. |
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| Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (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 of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
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| Use of Estimates | Use of Estimates The preparation of the 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
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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. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. |
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| Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2022, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. As of December 31, 2021 there were no funds deposited in the Trust Account. |
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| Offering Costs | Offering Costs The Company complies with the requirements of Accounting Standards Codification (“ASC”)
340-10-S99-1 |
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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 Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
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| Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” (“ASC 480”) Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including Class A Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A Ordinary Shares are classified as shareholders’(deficit) equity. The Company’s Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A Ordinary Shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A Ordinary Shares are affected by charges against additional paid in capital and accumulated deficit. As of March 31, 2022, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table:
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| Net Loss per Ordinary Share | Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,500,000 Class A ordinary shares in the aggregate. As of March 31, 2022 and December 31, 2021, the Company had dilutive securities that are Public Warrants and Private Placement Warrants that could potentially be exercised into ordinary shares and then share in the earnings of the Company. The warrants are not exercisable until 30 days after the completion of a Business Combination. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):
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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 Financial Accounting Standards Board (“FASB”) ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
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| Warrant Instruments | Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Upon further review of the warrant agreements, management concluded that the Public Warrants and Private Placement Warrants to be issued pursuant to the warrant agreements qualify for equity accounting treatment.
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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 Corporation limit of $250,000. The Company has not experienced losses on this account.
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| Share-Based Compensation | Share-Based Compensation The Company adopted ASC Topic 718, Compensation—Stock Compensation, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to nonemployees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of operations.
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| Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
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Significant Accounting Policies (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule Of Class A Ordinary Shares Reflected On The Balance Sheet Are Reconciled | As of March 31, 2022, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table:
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| Schedule Of Basic And Diluted Net Loss Per Ordinary Share | The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):
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Fair Value Measurements (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Assets Measured at Fair Value On a Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
|
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Description of Organization And Business Operations - Additional Information (Detail) - USD ($) |
2 Months Ended | 3 Months Ended | |
|---|---|---|---|
Jan. 18, 2022 |
Mar. 31, 2021 |
Mar. 31, 2022 |
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Date of incorporation | Jan. 20, 2021 | ||
| Proceeds from issuance initial public offering | $ 0 | $ 225,400,000 | |
| Proceeds from sale of private placement warrants | 0 | 13,550,000 | |
| Deferred underwriting fee payable | 0 | 8,050,000 | |
| Fair value of founder shares in excess attributable to anchor investor | 0 | 10,402,810 | |
| Payments to acquire restricted investments | $ 0 | $ 235,750,000 | |
| Temporary equity, redemption price per share | $ 10.25 | ||
| Banking regulation, mortgage banking, net worth, minimum | $ 5,000,001 | ||
| Percentage of public shares that can be transferred without any restriction | 15.00% | ||
| Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | ||
| Period from the closing of the initial public offering within which business combination shall be completed | 18 months | ||
| Number of days within which the public shares shall be redeemed | 10 days | ||
| Expenses payable on dissolution | $ 100,000 | ||
| Net asset value per share | $ 10.25 | ||
| Maximum [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Period from the closing of the initial public offering within which business combination shall be completed, extended term | 24 months | ||
| Minimum [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Prospective assets of acquire as a percentage of fair value of assets in the trust account | 80.00% | ||
| Equity method investment, ownership percentage | 50.00% | ||
| Period from the closing of the initial public offering within which business combination shall be completed, extended term | 21 months | ||
| Private Placement Warrants [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Class of warrant or rights issued during the period | 13,550,000 | ||
| IPO [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Deferred offering costs | $ 23,807,600 | ||
| Underwriting fees | 4,600,000 | ||
| Deferred underwriting fee payable | 8,050,000 | ||
| Fair value of founder shares in excess attributable to anchor investor | 10,402,810 | ||
| Other offering costs | $ 754,790 | ||
| Payments to acquire restricted investments | $ 235,750,000 | ||
| Sale of stock, price per share | $ 10.25 | ||
| Term of restricted investments | 185 days | ||
| Private Placement [Member] | Private Placement Warrants [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Class of warrant or rights issued during the period | 13,550,000 | ||
| Class of warrants or rights issue price per share | $ 1.00 | ||
| Proceeds from sale of private placement warrants | $ 13,550,000 | ||
| Public Shares [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Share price | $ 10.25 | ||
| Public Shares [Member] | Share Price Less Than Ten Point Twenty Five [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Share price | $ 10.25 | ||
| Public Shares [Member] | IPO [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Stock issued during period, shares, new issues | 23,000,000 | ||
| Proceeds from issuance initial public offering | $ 230,000,000 | ||
| Public Shares [Member] | Over-Allotment Option [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Stock issued during period, shares, new issues | 3,000,000 | ||
| Shares issued, price per share | $ 10.00 |
Significant Accounting Policies - Schedule of Class A Ordinary Shares Reflected on the Balance Sheet are Reconciled (Detail) - USD ($) |
2 Months Ended | 3 Months Ended | |
|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2022 |
Dec. 31, 2021 |
|
| Gross proceeds | $ 0 | $ 225,400,000 | |
| Plus: Accretion of carrying value to redemption value | 35,290,170 | ||
| Class A ordinary shares subject to possible redemption | 235,750,000 | $ 0 | |
| Common Class A [Member] | |||
| Gross proceeds | 230,000,000 | ||
| Less: Proceeds Allocated to Public Warrants | (6,440,000) | ||
| Less: Class A ordinary shares issuance costs | (23,100,170) | ||
| Plus: Accretion of carrying value to redemption value | 35,290,170 | ||
| Class A ordinary shares subject to possible redemption | $ 235,750,000 |
Significant Accounting Policies - Schedule of Basic and Diluted Net Loss Per Ordinary Share (Detail) - USD ($) |
2 Months Ended | 3 Months Ended | ||
|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2022 |
|||
| Numerator: | ||||
| Allocation of net loss, as adjusted | $ (5,000) | $ (276,453) | ||
| Common Class A [Member] | ||||
| Numerator: | ||||
| Allocation of net loss, as adjusted | $ 0 | $ (212,554) | ||
| Denominator: | ||||
| Basic and diluted weighted average shares outstanding | 0 | 18,655,556 | ||
| Basic and diluted net loss per ordinary share | $ 0 | $ (0.01) | ||
| Common Class B [Member] | ||||
| Numerator: | ||||
| Allocation of net loss, as adjusted | $ (5,000) | $ (63,899) | ||
| Denominator: | ||||
| Basic and diluted weighted average shares outstanding | [1] | 5,000,000 | 5,608,333 | |
| Basic and diluted net loss per ordinary share | $ 0.00 | $ (0.01) | ||
| ||||
Significant Accounting Policies - Additional Information (Detail) - USD ($) |
2 Months Ended | 3 Months Ended | |
|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2022 |
Dec. 31, 2021 |
|
| Cash equivalents | $ 0 | $ 0 | |
| Unrecognized tax benefits | 0 | 0 | |
| Unrecognized tax benefits, Income tax penalties and interest accrued | 0 | $ 0 | |
| Tax provision | 0 | ||
| Cash, FDIC insured amount | 250,000 | ||
| Deferred under writing fees payable | $ 0 | 8,050,000 | |
| Fair value of founder shares in excess attributable to anchor investor | $ 0 | $ 10,402,810 | |
| Period to exercise warrants after business combination | 30 days | ||
| IPO [Member] | |||
| Deferred offering costs | $ 23,807,600 | ||
| Underwriting Fees | 4,600,000 | ||
| Deferred under writing fees payable | 8,050,000 | ||
| Fair value of founder shares in excess attributable to anchor investor | 10,402,810 | ||
| Other offering costs | $ 754,790 | ||
| Common Class A [Member] | |||
| Class of warrant or right, Number of securities called by warrants or rights | 11,500,000 |
Public Offering - Additional Information (Detail) - Common Class A [Member] |
Jan. 18, 2022
$ / shares
shares
|
|---|---|
| Public Warrant [Member] | |
| Class of warrant or right, number of securities called by each warrant or right | 1 |
| Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 11.50 |
| IPO [Member] | |
| Stock issued during period, Shares | 23,000,000 |
| Shares issued, price per share | $ / shares | $ 10.00 |
| Common stock, conversion basis | Each Unit consists of one Class A Ordinary Share and one-half of one redeemable public warrant (“Public Warrant”). |
| Over-Allotment Option [Member] | |
| Stock issued during period, Shares | 3,000,000 |
Private Placement - Additional Information (Detail) - USD ($) |
3 Months Ended | |
|---|---|---|
Jan. 18, 2022 |
Mar. 31, 2022 |
|
| Proceeds from issuance of warrants | $ 6,440,000 | |
| The Sponsor And Sponsor Co Investor [Member] | Private Placement [Member] | Private Placement Warrants [Member] | ||
| Class of warrant or right warrants issued during period warrants | 13,550,000 | |
| Class of warrant or right warrants issued during period price per warrant | $ 1.00 | |
| Proceeds from issuance of warrants | $ 13,550,000 | |
| Common Class A [Member] | Private Placement Warrants [Member] | ||
| Class of warrant or right, number of securities called by each warrant or right | 1 | |
| Class of warrant or right, exercise price of warrants or rights | $ 11.50 |
Related Party Transactions - Additional Information (Detail) - USD ($) |
2 Months Ended | 3 Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
Jan. 18, 2022 |
Nov. 17, 2021 |
Mar. 02, 2021 |
Jan. 28, 2021 |
Mar. 31, 2021 |
Mar. 31, 2022 |
Jan. 12, 2022 |
Dec. 31, 2021 |
Dec. 17, 2021 |
|||
| Related Party Transaction [Line Items] | |||||||||||
| Stock issued during the period value for services | [1] | $ 25,000 | |||||||||
| Repayment of related party debt | $ 240,629 | 0 | $ 240,629 | ||||||||
| Bank overdraft | $ 0 | $ 0 | |||||||||
| Common Class B [Member] | |||||||||||
| Related Party Transaction [Line Items] | |||||||||||
| Stock issued during the period value for services | $ 25,000 | ||||||||||
| Common stock shares outstanding | 5,750,000 | 5,750,000 | |||||||||
| Sponsor [Member] | Adminsitrative Services [Member] | |||||||||||
| Related Party Transaction [Line Items] | |||||||||||
| Related party transaction expenses payable per month | $ 15,000 | ||||||||||
| Related party transaction selling general and administrative expenses | $ 0 | $ 38,710 | |||||||||
| Sponsor [Member] | Unsecured Promissory Note Issued To Related Party [Member] | Amendement To The Promissory Note [Member] | |||||||||||
| Related Party Transaction [Line Items] | |||||||||||
| Debt instrument face value | $ 300,000 | $ 400,000 | |||||||||
| Sponsor [Member] | Working Capital Loan [Member] | |||||||||||
| Related Party Transaction [Line Items] | |||||||||||
| Working capital loan convertible into warrants | $ 1,500,000 | ||||||||||
| Debt instrument conversion price per share | $ 1.00 | ||||||||||
| Sponsor [Member] | Common Class B [Member] | |||||||||||
| Related Party Transaction [Line Items] | |||||||||||
| Stock issued during the period shares for services | 7,187,500 | ||||||||||
| Common stock shares outstanding | 5,620,000 | 7,057,500 | |||||||||
| Share based compensation stock shares forfeited during the period | 1,437,500 | ||||||||||
| Sponsor [Member] | Common Class B [Member] | Condition For The Transfer Of Founder Shares Before The Lock In Period [Member] | |||||||||||
| Related Party Transaction [Line Items] | |||||||||||
| Lock in period of shares one | 1 year | ||||||||||
| Share price | $ 12.00 | ||||||||||
| Number of trading days for determining the share price | 20 days | ||||||||||
| Aggregate number of trading days for determining the share price | 30 days | ||||||||||
| Lock in period for shares two | 150 days | ||||||||||
| Sponsor [Member] | Common Class B [Member] | Sponsor Co Investor [Member] | |||||||||||
| Related Party Transaction [Line Items] | |||||||||||
| Stock issued during the period shares for services | 1,430,923 | ||||||||||
| Inter se transfer of shares value per share | $ 0.0043 | ||||||||||
| Percentage of outstanding shares | 25.00% | ||||||||||
| Class of warrants or rights issued during the period units | 3,450,000 | ||||||||||
| Maximum percentage of shares issued to related party that may be transferred inter se | 100.00% | ||||||||||
| Equity fair value | $ 10,402,810 | ||||||||||
| Fair value per share | $ 7.27 | ||||||||||
| Cassandra S Lee [Member] | Sponsor [Member] | Common Class B [Member] | |||||||||||
| Related Party Transaction [Line Items] | |||||||||||
| Inter se transfer of shares | 30,000 | ||||||||||
| Inter se transfer of shares value | $ 104.35 | ||||||||||
| Inter se transfer of shares value per share | $ 0.003 | ||||||||||
| Zakary C Brown [Member] | Sponsor [Member] | Common Class B [Member] | |||||||||||
| Related Party Transaction [Line Items] | |||||||||||
| Inter se transfer of shares | 25,000 | ||||||||||
| Inter se transfer of shares value | $ 86.96 | ||||||||||
| Inter se transfer of shares value per share | $ 0.003 | ||||||||||
| James W Keyes [Member] | Sponsor [Member] | Common Class B [Member] | |||||||||||
| Related Party Transaction [Line Items] | |||||||||||
| Inter se transfer of shares | 25,000 | ||||||||||
| Inter se transfer of shares value | $ 86.96 | ||||||||||
| Inter se transfer of shares value per share | $ 0.003 | ||||||||||
| Gerald D Putnam [Member] | Sponsor [Member] | Common Class B [Member] | |||||||||||
| Related Party Transaction [Line Items] | |||||||||||
| Inter se transfer of shares | 25,000 | ||||||||||
| Inter se transfer of shares value | $ 86.96 | ||||||||||
| Inter se transfer of shares value per share | $ 0.003 | ||||||||||
| Johan J Romanelli [Member] | Sponsor [Member] | Common Class B [Member] | |||||||||||
| Related Party Transaction [Line Items] | |||||||||||
| Inter se transfer of shares | 25,000 | ||||||||||
| Inter se transfer of shares value | $ 86.96 | ||||||||||
| Inter se transfer of shares value per share | $ 0.003 | ||||||||||
| |||||||||||
Commitments And Contingencies - Additional Information (Detail) |
Mar. 31, 2022
USD ($)
$ / shares
|
|---|---|
| Other Commitments [Line Items] | |
| Deferred underwriting commission payable current | $ 8,050,000 |
| Deferred underwriting commission payable per share | $ / shares | $ 0.35 |
| Consulting Services Agreement [Member] | |
| Other Commitments [Line Items] | |
| Success fee payable upon the consummation of business combination | $ 250,000 |
Stockholders' (Deficit) Equity - Additional Information (Detail) |
3 Months Ended | |
|---|---|---|
|
Mar. 31, 2022
$ / shares
shares
|
Dec. 31, 2021
$ / shares
shares
|
|
| Class of Stock [Line Items] | ||
| Preferred stock shares authorized | 5,000,000 | 5,000,000 |
| Preferred stock shares outstanding | 0 | 0 |
| Preferred stock shares issued | 0 | 0 |
| Preferred stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 |
| Public Warrants [Member] | ||
| Class of Stock [Line Items] | ||
| Class of warrant or right, outstanding | 11,500,000 | |
| Class of warrants or rights period after which the warrants or rights are exercisable | 30 days | |
| Class of warrants or rights period of expiry | 5 years | |
| Period within which amendment to the registration statement shall be filed from the date of consummation of business combination | 20 days | |
| Period within which amendment to the registration statement shall be effective from the date of consummation of business combination | 60 days | |
| Class of warrants or rights redemption price per unit | $ / shares | $ 0.01 | |
| Class of warrants or rights minimum notice period to be given to warrant holders before redemption | 30 days | |
| Number of consecutive trading days for determining the volume weighted average share price | 10 days | |
| Public Warrants [Member] | Event Triggering The Redemption Of Public Warrants [Member] | ||
| Class of Stock [Line Items] | ||
| Share price | $ / shares | $ 18.00 | |
| Number of trading days for determining the share price | 10 days | |
| Number of consecutive trading days for determining the share price | 20 days | |
| Public Warrants [Member] | Event Triggering The Excerciee Price Of Warrants [Member] | ||
| Class of Stock [Line Items] | ||
| Share price | $ / shares | $ 18.00 | |
| Shares issued, price per share | $ / shares | $ 9.20 | |
| Percentage of proceeds used or to be used for the consummation of business combination | 60.00% | |
| Number of trading days for determining the volume weighted average price of shares | 20 days | |
| Volume weighted average price of shares | $ / shares | $ 9.20 | |
| Exercise price of warrants as a percentage of market value of shares | 115.00% | |
| Exercise price of warrants as a percentage of issue price of shares | 115.00% | |
| Share redemption trigger price as a percentage of market value of shares | 180.00% | |
| Share redemption trigger price as a percentage of issue price of shares | 180.00% | |
| Private Warrants [Member] | ||
| Class of Stock [Line Items] | ||
| Class of warrant or right, outstanding | 13,550,000 | 13,550,000 |
| Class of warrants or rights lock in period | 30 days | |
| Common Class A [Member] | ||
| Class of Stock [Line Items] | ||
| Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 |
| Common stock shares authorized | 500,000,000 | 500,000,000 |
| Common stock shares issued | 0 | 0 |
| Common stock shares outstanding | 0 | 0 |
| Temporary equity, shares outstanding | 23,000,000 | 0 |
| Common stock shares number of votes per share | 1 | |
| Common Class A [Member] | Founder [Member] | Maximum [Member] | ||
| Class of Stock [Line Items] | ||
| Percentage of shares outstanding on conversion from one class to another | 20.00% | |
| Common Class B [Member] | ||
| Class of Stock [Line Items] | ||
| Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 |
| Common stock shares authorized | 50,000,000 | 50,000,000 |
| Common stock shares issued | 5,750,000 | 5,750,000 |
| Common stock shares outstanding | 5,750,000 | 5,750,000 |
| Common stock shares number of votes per share | 1 |
Fair Value Measurements - Summary of Assets Measured at Fair Value On a Recurring Basis (Detail) - USD ($) |
Mar. 31, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Marketable Securities Held in Trust Account [Member] | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Assets | $ 235,771,759 | $ 0 |